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INDEX TO COMBINED CARVE-OUT FINANCIAL STATEMENTS AND UNAUDITED CONDENSED COMBINED INTERIM CARVE-OUT FINANCIAL STATEMENTS OF THE ENA BUSINESS OF OCI N.V.
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As filed with the Securities and Exchange Commission on December 23, 2015

Registration No. 333-207847

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
To
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CF B.V.
(Exact name of registrant as specified in its charter)


The Netherlands (State or other jurisdiction of incorporation or organization)		2870 (Primary Standard Industrial Classification Code Number)		[ ] (I.R.S. Employer Identification Number)

Prins Bernhardplein 200, 1097 JB
Amsterdam, The Netherlands
Telephone: +31 20 521 4777
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Douglas C. Barnard
Senior Vice President, General Counsel, and Secretary
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, IL 60015
Telephone: (847) 405-2400
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Brian W. Duwe Richard C. Witzel, Jr. Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive Chicago, IL 60614 Telephone: (312) 407-0700	Erika Wakid OCI N.V. Honthorststraat 19 1071 DC Amsterdam The Netherlands Telephone: +31 (0)20-723-4500	Robert P. Davis Paul M. Tiger Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of the other conditions to the combination described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee



Ordinary shares, nominal value €0.01 per share	337,659,126(1)	Not applicable	$13,289,070,618.93(2)	$1,338,209.42(3)

(1): Represents the maximum number of the registrant's ordinary shares estimated to be issuable pursuant to the combination agreement described herein upon the completion of the combination described herein. Calculated as the sum of (a) 81,920,050 shares, representing an estimate of the maximum number of shares issuable as base share consideration (as defined herein), (b) 17,658,931 shares, representing an estimate of the maximum number of shares issuable as additional consideration (as defined herein), calculated as the quotient obtained by dividing (i) $700,000,000 by (ii) $39.64, which is the 52-week low trading price per share of CF Industries Holdings, Inc. ("CF Holdings") common stock on the New York Stock Exchange (the "NYSE") for the 52 weeks ended December 18, 2015, and (c) 238,080,145 shares, representing an estimate of the number of shares issuable as merger consideration with respect to shares of CF Holdings common stock, calculated as the sum of (i) 233,075,336 (the number of shares of CF Holdings common stock outstanding as of October 30, 2015) and (ii) 5,004,809, representing an estimate of the number of shares of CF Holdings common stock subject to, underlying or issuable in connection with the vesting, settlement or exercise of stock options, restricted stock units, performance restricted stock units, performance shares, phantom shares and other similar rights and awards under CF Holdings equity compensation plans that were outstanding as of October 30, 2015 or that may be issued or granted prior to completion of the combination.
(2): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) and Rule 457(f)(2) under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 457(f)(2) under the Securities Act, the proposed maximum aggregate offering price of the registrant's ordinary shares in respect of the shares identified in clauses (a) and (b) of note (1) above is $1,107,700,000, which is the book value of the purchased companies (as defined herein) other than Firewater One S.a.r.l. as of June 30, 2015. Pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act, the proposed maximum aggregate offering price of the registrant's ordinary shares in respect of the shares identified in clause (c) of note (1) above is $12,181,370,618.93, calculated as the number of such shares multiplied by $51.165, which is the average of the high and low prices of CF Holdings common stock on the NYSE on October 30, 2015.
(3): Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $100.70 per $1,000,000 of the proposed maximum aggregate offering price. Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

This document relates to a combination agreement, dated as of August 6, 2015, as amended, by and among CF Industries Holdings, Inc., a Delaware corporation and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands.

The combination agreement provides for the combination of CF Industries Holdings with OCI's European, North American and global distribution businesses under CF B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands that will be converted into a public company with limited liability in connection with the completion of the combination. As a result of the combination, OCI, existing shareholders of OCI and existing shareholders of CF Industries Holdings will receive ordinary shares of CF B.V.

This document serves different purposes depending on the investors to whom it is delivered and contains two forms of prospectuses. With respect to CF Industries Holdings and the holders of its common stock, this document serves as: (a) a proxy statement for the special meeting of CF Industries Holdings shareholders being held on , 2016, where such shareholders will vote on, among other things, a proposal to adopt the combination agreement, which serves as an agreement of merger for purposes of the General Corporation Law of the State of Delaware and (b) a prospectus for the CF B.V. ordinary shares that CF Industries Holdings shareholders will receive in the combination. With respect to OCI and the OCI shareholders, this document serves as: (a) a shareholders circular for the extraordinary general meeting of OCI shareholders being held on , 2016, where such shareholders will vote on, among other things, a proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination and (b) a prospectus for the CF B.V. ordinary shares that OCI shareholders will receive in connection with the combination.

The two prospectuses being delivered to CF Industries Holdings shareholders and OCI shareholders are identical in all respects, except that:

•: the Letter to shareholders of CF Industries Holdings and the section entitled "Additional Information" on the page subsequent to the letter, the Notice of the Special Meeting of CF Holdings Shareholders and the sections entitled "Proposal No. 1—Adoption of the Combination Agreement and Approval of the Merger", "Proposal No. 2—Advisory (Non-Binding) Vote on Certain Compensation Arrangements" and "Proposal 3—Adjournment Proposal" appear only in the prospectus being delivered to CF Industries Holdings shareholders;
•: the Letter to shareholders of OCI and the section entitled "Additional Information" on the page subsequent to the letter, and the sections entitled "Proposal No. 1—Approval (within the meaning of Section 2:107a of the Dutch Civil Code) of the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination," "Proposal No. 2—Approval to increase the issued share capital and amendment of the articles of association of OCI," "Proposal No. 3—Approval to decrease the issued share capital and amendment of the articles of association of OCI," "Proposal No. 4—Approval to extend the designation of the OCI board of directors as the authorised body to issue shares in the share capital of OCI" and "Proposal No. 5—Approval to extend the designation of the OCI board of directors as the authorised body to restrict or exclude pre-emptive rights upon the issuance of shares" appear only in the prospectus being delivered to the OCI shareholders;
•: terms used in each form of prospectus will be defined the first time they are used and, accordingly, may be defined in different sections as a result of the differences outlined above; and
•: the table of contents, as well as the page numbers, of each document will be different as a result of the differences outlined above.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION, DATED DECEMBER 23, 2015

[LETTER TO CF INDUSTRIES HOLDINGS, INC. SHAREHOLDERS]

To the shareholders of CF Industries Holdings, Inc.:

You are cordially invited to attend a special meeting of the shareholders of CF Industries Holdings, Inc., which is referred to in this document as CF Holdings, to be held on , 2016 at local time, at .

As previously announced, on August 6, 2015, CF Holdings and OCI N.V., which is referred to in this document as OCI, entered into a combination agreement, which, as amended, is referred to in this document as the combination agreement. The combination agreement provides for the combination, on the terms and subject to the conditions specified in the combination agreement, of CF Holdings with OCI's European, North American and global distribution businesses under CF B.V., a new holding company, which is referred to in this document as New CF, that is incorporated under the law of the Netherlands and that will be converted into a public company with limited liability in connection with the completion of the combination, as follows:

•

OCI will contribute certain holding companies that hold portions of OCI's European, North American and global distribution businesses to New CF in exchange for:

•: New CF ordinary shares, referred to in this document, after giving effect to any adjustment as described below, as the base share consideration, plus
•: additional consideration of $700 million (subject to adjustment as provided in the combination agreement) to be paid in cash, ordinary shares of New CF or a mixture of cash and ordinary shares of New CF, as determined by CF Holdings in accordance with the terms of the combination agreement.

The base share consideration will represent 25.6% of the ordinary shares of New CF that, upon consummation of the combination, would be outstanding or subject to compensatory equity awards, subject to downward adjustment to account for the assumption by New CF, as contemplated by the combination agreement, of any of OCI's 3.875% Convertible Bonds due 2018 that remain outstanding as of the closing date of the combination, which is referred to in this document as the closing date.

•: OCI will distribute pro rata to its shareholders an amount of New CF ordinary shares, as determined in OCI's reasonable discretion, but not less than 80%, of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF.
•: Finch Merger Company, LLC, a subsidiary of New CF, which is referred to in this document as MergerCo, will then merge with and into CF Holdings, which transaction is referred to in this document as the merger, on the closing date, with CF Holdings surviving the merger as a wholly-owned subsidiary of New CF. At the effective time of the merger, each issued and outstanding share of CF Holdings common stock will be converted into the right to receive one ordinary share of New CF.
•: Subject to the satisfaction or waiver of certain additional conditions to closing, immediately before the effective time of the merger, CF Holdings or its designee will purchase for $517.5 million in cash a 45% equity interest in OCI's greenfield methanol production facility under construction near Beaumont, Texas.

A complete copy of the combination agreement is attached as Annex A to this document.

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days ended December 15, 2015), the former shareholders of CF Holdings would own approximately 73.4%, and OCI and its shareholders would own approximately 26.6%, of New CF ordinary shares outstanding or subject to compensatory equity awards.

The exchange of CF Holdings common stock for New CF ordinary shares in the merger will be a taxable transaction for U.S. federal income tax purposes.

The New CF ordinary shares are expected to be listed on the New York Stock Exchange under the symbol "CF." CF Holdings is holding a special meeting of its shareholders to obtain the shareholder approval necessary to adopt the combination agreement and approve the merger. At the special meeting, holders of CF Holdings common stock who are entitled to vote will be asked to adopt the combination agreement and thereby approve the transactions contemplated by the combination agreement, including the merger. The combination is also subject to approval of OCI shareholders and other conditions specified in the combination agreement and described in the accompanying document. CF Holdings shareholders are also being asked to approve at the special meeting, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the combination; this approval is not a condition to the completion of the combination. More information about CF Holdings, OCI, New CF, MergerCo and the proposed combination and merger is contained in this document. CF Holdings' board of directors urges all CF Holdings shareholders to read this document and the documents included with this document, including the Annexes, or incorporated by reference in this document, carefully and in their entirety. In particular, the CF Holdings board of directors urges you to read carefully "Risk Factors" beginning on page 28 of this document.

After careful consideration, the CF Holdings board of directors has determined that the combination agreement and the transactions contemplated by the combination agreement, including the merger, are advisable and in the best interests of CF Holdings and its shareholders. The board of directors of CF Holdings unanimously recommends that you vote "FOR" the adoption of the combination agreement and approval of the merger and "FOR" the other proposals described in this document. Your vote is very important. Approval of the proposal to approve the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the combination will not be binding on CF Holdings. With the exception of the proposal to adopt the combination agreement and approve the merger, approval of the proposals is not a condition to the completion of the combination. Whether or not you plan to attend the special meeting, please vote as soon as possible by following the instructions in this document to make sure that your shares are represented.

On behalf of the CF Holdings board of directors, thank you for your consideration and continued support.


		Very truly yours,
		Stephen A. Furbacher Chairman of the Board

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the transactions described in this document or the New CF ordinary shares to be issued in such transactions under this document or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

This document is dated , 201 , and is first being mailed to CF Holdings shareholders on or about , 201 .

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ADDITIONAL INFORMATION

This document incorporates by reference important business and financial information about CF Holdings from documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document by requesting them in writing or by telephone from CF Holdings at the following address and telephone number:

Investor Relations
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, IL 60015-2590
(847) 405-2550

In addition, if you have questions about the combination or the special meeting, or if you need to obtain copies of this document, proxy cards, election forms or other documents incorporated by reference in this document, you may contact the contact listed below. You will not be charged for any of the documents you request.

INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th floor
New York, New York 10022
Stockholders may call toll free: (877) 800-5192
Banks and Brokers may call collect: (212) 750-5833

If you would like to request documents, please do so by , 201 , in order to receive them before the special meeting.

For a more detailed description of the information incorporated by reference in this document and how you may obtain it, see "Where You Can Find More Information" beginning on page 353 of the accompanying document.

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PRELIMINARY—SUBJECT TO COMPLETION, DATED DECEMBER 23, 2015

LETTER TO SHAREHOLDERS OF OCI N.V.

To the shareholders of OCI N.V.:

You are cordially invited to attend an extraordinary general meeting of the shareholders of OCI N.V., which is referred to in this document as OCI, to be held on , 2016 at local time, at .

As previously announced, on August 6, 2015, OCI and CF Industries Holdings, Inc., which is referred to in this document as CF Holdings, entered into a combination agreement, which, as amended, is referred to in this document as the combination agreement. The combination agreement provides for the combination, on the terms and subject to the conditions specified in the combination agreement, of OCI's European, North American and global distribution businesses with CF Holdings under CF B.V., a new holding company, which is referred to in this document as New CF, that is incorporated under the law of the Netherlands and that will be converted into a public company with limited liability in connection with the completion of the combination, as follows:

•

OCI will contribute certain holding companies that hold portions of OCI's European, North American and global distribution businesses to New CF in exchange for:

•: New CF ordinary shares, referred to in this document, after giving effect to any adjustment as described below, as the base share consideration, plus
•: additional consideration of $700 million (subject to adjustment as provided in the combination agreement) to be paid in cash, ordinary shares of New CF or a mixture of cash and ordinary shares of New CF, as determined by CF Holdings in accordance with the terms of the combination agreement.

•: OCI will distribute pro rata to its shareholders an amount of New CF ordinary shares, as determined in OCI's reasonable discretion, but not less than 80%, of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF.
•: Finch Merger Company LLC, a subsidiary of New CF, which is referred to in this document as MergerCo, will then merge with and into CF Holdings, which transaction is referred to in this document as the merger, on the closing date, with CF Holdings surviving the merger as a wholly-owned subsidiary of New CF. At the effective time of the merger, each issued and outstanding share of CF Holdings common stock will be converted into the right to receive one ordinary share of New CF.
•: Subject to the satisfaction or waiver of certain additional conditions to closing, referred to in this letter as the additional conditions, immediately before the effective time of the merger, CF Holdings or its designee will purchase for $517.5 million in cash a 45% equity interest in OCI's greenfield methanol production facility under construction near Beaumont, Texas.

A complete copy of the combination agreement is attached as Annex A to this document.

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Upon consummation of the combination, OCI shareholders will hold both New CF ordinary shares, which are expected to be listed on the New York Stock Exchange under the symbol "CF," and their shares in OCI. After the completion of the combination, shares in OCI will represent an interest in the following assets:

•: Egyptian Fertilizers Company (100% owned): a granular urea plant located in Egypt.
•: Sorfert Algérie (51% owned): an integrated nitrogen fertilizer producer located in Algeria.
•: Egypt Basic Industries Corporation (60% owned): an anhydrous ammonia plant located in Egypt.
•: BioMCN (100% owned): a methanol and bio-methanol producer located in the Netherlands.
•: Natgasoline LLC: a greenfield methanol production facility under construction in Beaumont, Texas (100% owned, or, if the additional conditions are satisfied or waived and CF Holdings or its designee purchases a 45% equity interest as contemplated by the combination agreement, 55% owned subject to New CF's option to purchase such 55% equity interest for a certain amount of time post-closing).

Following completion of the combination, the OCI shares are expected to remain listed on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V., under the symbol "OCI," and its American Depository Receipts (ADRs) are expected to remain listed on the OTCQX International Premier market under the symbol "OCINY." References to OCI's ordinary shares throughout this document shall equally apply to OCI's ADRs, unless the context otherwise requires. OCI is holding an extraordinary general meeting of its shareholders to obtain the shareholder approvals necessary to consummate the combination. At the extraordinary general meeting, OCI shareholders who are entitled to vote will be asked to (i) approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination, (ii) increase the issued share capital and approve the amendment of the articles of association of OCI and (iii) decrease the issued share capital and approve the amendment of the articles of association of OCI. Approval of the three aforementioned proposals is a condition to completion of the combination. OCI shareholders are also being asked to vote on (i) a proposal to extend the designation of the OCI board of directors as the authorized body to issue shares in the share capital of OCI and (ii) a proposal to extend the designation of the OCI board of directors as the authorized body to restrict or exclude pre-emptive rights upon the issuance of shares. Approval of these last two proposals is not a condition to the completion of the combination. The combination is also subject to approval of CF Holdings' shareholders and other conditions specified in the combination agreement and described in the accompanying document. More information about CF Holdings, OCI, New CF, MergerCo and the proposed combination and merger is contained in this document. OCI's board of directors urges all OCI shareholders to read this document and the documents included with this document, including the Annexes, or incorporated by reference in this document, carefully and in their entirety. In particular, the OCI board of directors urges you to read carefully "Risk Factors" beginning on page 28 of this document.

After careful consideration, the OCI board of directors has determined that the combination agreement and the transactions contemplated by the combination agreement are advisable and in the

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best interests of OCI shareholders. The board of directors of OCI unanimously recommends that you vote "FOR" the proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination, "FOR" the proposal to increase the issued share capital and amendment of the articles of association of OCI and "FOR" the proposal to decrease the issued share capital and amendment of the articles of association of OCI. In addition, the OCI board of directors unanimously recommends that you vote "FOR" the proposal to extend the designation of the OCI board of directors as the authorized body to issue shares in the share capital of OCI and "FOR" the proposal to extend the designation of the OCI board of directors as the authorized body to restrict or exclude pre-emptive rights upon the issuance of shares. Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this document to make sure that your shares are represented. The official invitation and agenda, including explanatory notes, for the OCI extraordinary general meeting are attached to this document as Annex K and will also be available on the website of OCI.

On behalf of the OCI board of directors, thank you for your consideration and continued support.


		Very truly yours,
		Michael Bennett Chairman of the Board

None of the Securities and Exchange Commission, the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) or any state securities commission has approved or disapproved of any of the transactions described in this document or the New CF ordinary shares to be issued in such transactions under this document or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense. For the avoidance of doubt, this document is not intended to be, and is not, a prospectus for the purposes of the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten).

This document is dated , 201 , and is first being made available to OCI shareholders on or about , 201 .

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ADDITIONAL INFORMATION

This document incorporates by reference important business and financial information about CF Holdings from documents that are not included in or delivered with the document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in the document by requesting them in writing or by telephone from CF Holdings at the following address and telephone number:

Investor Relations
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, IL 60015-2590
(847) 405-2550

If you have questions about the combination or the OCI extraordinary general meeting, you may contact the OCI Investor Relations Director in writing or by telephone at:

Hans Zayed
Email: investor.relations@oci.nl
Telephone: +31 (0)6-1825-1367

In addition, if you need to obtain copies of this document, the full agenda, including explanatory notes, and other ancillary documentation required under Dutch law for the OCI extraordinary general meeting, you may obtain them from the websites www.oci.nl and www.abnamro.com/evoting, or via the contact listed below. You will not be charged for any of the documents you request.

ABN AMRO Bank N.V.
Email: corporate.broking@nl.abnamro.com
Telephone: +31 (0)20-344-2000

If you would like to request documents, please do so by , 201 , in order to receive them before the extraordinary general meeting.

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[NOTICE OF SPECIAL MEETING OF CF INDUSTRIES HOLDINGS, INC. SHAREHOLDERS]

CF Industries Holdings, Inc.

Four Parkway North, Suite 400
Deerfield, Illinois 60015-2590

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD , 2016

To the Shareholders of CF Industries Holdings, Inc.:

A special meeting of the shareholders of CF Industries Holdings, Inc. will be held on , 2016, commencing at , local time, at , to consider and vote on:

1. a proposal to adopt the combination agreement and approve the merger;

2. a proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination; and

3. a proposal to adjourn the special meeting of CF Holdings shareholders, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CF Holdings special meeting to adopt the combination agreement and approve the merger.

The above matters are more fully described in this document, which also includes, as Annex A, the complete text of the combination agreement. The close of business on , 201 is the record date for determining shareholders entitled to vote at the special meeting. A list of these shareholders will be available in our corporate headquarters at the above address before the special meeting. We urge you to read carefully this document in its entirety including the Annexes and the documents incorporated by reference in this document. In particular, we urge you to read carefully "Risk Factors" beginning on page 28 of this document.

Your proxy is being solicited by the board of directors of CF Holdings. After careful consideration, we have approved and declared advisable the combination agreement, the merger and all of the other transactions contemplated by the combination agreement, and have determined that the combination agreement and the transactions contemplated by the combination agreement, including the merger, are advisable and in the best interests of CF Holdings and its shareholders.

We unanimously recommend that you vote "FOR" the proposal to adopt the combination agreement and approve the merger, "FOR" the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination, and "FOR" the adjournment proposal. Your vote is very important.

The affirmative vote of the holders of a majority of the issued and outstanding shares of CF Holdings common stock outstanding and entitled to vote is required for the adoption of the combination agreement and approval of the merger. For each of Proposals 2 and 3, an affirmative vote of a majority of shares present in person or represented by proxy at the special meeting and entitled to vote thereon is required in order to approve such proposal. A quorum is not required in order to hold a vote on Proposal 3, the adjournment proposal. Approval of the proposal to approve the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the combination will not be binding on CF Holdings. Whether or not you attend the special meeting in person, to ensure your representation at the special meeting, please submit your proxy as described in this document.

You may submit your proxy (1) over the Internet, (2) by telephone or (3) by signing, dating and returning the enclosed proxy card promptly in the accompanying envelope. Should you receive more

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than one proxy because your shares are registered in different names and addresses, each proxy should be submitted to ensure that all your shares will be voted. If you submit your proxy and then decide to attend the special meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in this document. If you hold your shares in the name of a bank, brokerage firm, dealer, trust company or other nominee, you should follow the instructions provided by your bank, broker or other nominee when instructing them on how to vote your shares or when changing those instructions. If you do not instruct your bank, broker or other nominee, your bank, broker or other nominee will not have the discretion to vote your shares without your instructions.

The prompt return of your proxy card, or your prompt voting by telephone or over the Internet, will assist us in preparing for the special meeting.

By order of the board of directors,

Douglas C. Barnard
Senior Vice President, General Counsel, and Secretary

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TABLE OF CONTENTS

		Page

QUESTIONS AND ANSWERS			vii
SUMMARY			1
Parties to the Combination			1
Structure of the Combination			1
Recommendation of the CF Holdings Board of Directors and CF Holdings' Reasons for the Combination			6
Opinions of CF Holdings' Financial Advisors			7
Recommendation of the OCI Board of Directors and OCI's Reasons for the Combination			8
Opinions of OCI's Financial Advisors			8
Interests of Certain Persons in the Combination			9
Financing Related to the Combination			10
Regulatory Matters			10
Accounting Treatment of the Combination			11
Board of Directors and Management of New CF Following Completion of the Combination			11
Listing of New CF Ordinary Shares			11
Delisting and Deregistration of CF Holdings Common Stock			11
CF Holdings Shareholder Appraisal Rights			11
OCI Shareholders Appraisal Rights			12
Combination Agreement			12
Treatment of Outstanding CF Holdings Equity Awards			12
Conditions to the Closing			12
Conditions to Closing of the Natgasoline Joint Venture			15
Termination of the Combination Agreement			15
Termination Fees			17
Shareholders' Agreement			17
Irrevocable Undertakings			17
Description of Certain Indebtedness			17
U.S. Federal Income Tax Consequences Relating to the Combination			18
Netherlands Tax Consequences of the Separation			19
Comparison of Rights of Holders of CF Holdings Common Stock, New CF Ordinary Shares and OCI Ordinary Shares			20
Selected Historical Financial Data of CF Holdings and New CF			20
Selected Historical Financial Data of the ENA Business			22
Selected Unaudited Pro Forma Condensed Combined Financial Information			25
Unaudited Comparative Per Share Data			27
RISK FACTORS			28
Risk Factors Relating to the Combination			28
Risk Factors Relating to Ownership of New CF Ordinary Shares			34
Risk Factors Relating to New CF			39
Risk Factors Relating to OCI Following the Combination			61
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			66
THE SPECIAL MEETING OF CF HOLDINGS SHAREHOLDERS			68
General			68
Date, Time and Place			68
Purpose of the Special Meeting of CF Holdings Shareholders			68
Recommendation of the CF Holdings Board of Directors			68
Record Date; Shareholders Entitled to Vote			68

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		Page

Quorum			69
Required Vote			69
Failures to Submit a Proxy or Attend the Special Meeting of CF Holdings Shareholders, Broker Non-Votes and Abstentions			69
How to Vote Your Shares			69
Voting of Proxies			70
Revocation of Proxies			70
Solicitation of Proxies			71
Proposal No. 1—Adoption of the Combination Agreement and Approval of the Merger			71
Proposal No. 2—Advisory (Non-Binding) Vote on Certain Compensation Arrangements			71
Proposal No. 3—Adjournment Proposal			72
THE EXTRAORDINARY GENERAL MEETING OF OCI SHAREHOLDERS			73
General			73
Date, Time and Place			73
Purpose of the Extraordinary General Meeting of OCI Shareholders			73
Recommendation of the OCI Board of Directors			73
Record Date; Shareholders Entitled to Vote			74
Quorum			74
Required Vote			74
Failures to Submit a Proxy or Attend the Extraordinary General Meeting of OCI Shareholders and Abstentions			74
How to Vote Your Shares			74
Voting of Proxies			75
Change of Votes			75
Proposal No. 1—Approval (within the meaning of Section 2:107a of the Dutch Civil Code) of the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination			75
Proposal No. 2—Approval to increase the issued share capital and amendment of the articles of association of OCI			76
Proposal No. 3—Approval to decrease the issued share capital and amendment of the articles of association of OCI			76
Proposal No. 4—Approval to extend the designation of the OCI board of directors as the authorised body to issue shares in the share capital of OCI			77
Proposal No. 5—Approval to extend the designation of the OCI board of directors as the authorised body to restrict or exclude pre-emptive rights upon the issuance of shares			77
THE PARTIES TO THE COMBINATION			78
CF Holdings			78
OCI			78
New CF			79
MergerCo			79
EXCHANGE RATES			80
THE COMBINATION			81
Structure of the Combination			81
Background of the Combination			83
Recommendation of the CF Holdings Board of Directors and CF Holdings' Reasons for the Combination			90

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		Page

Opinions of CF Holdings' Financial Advisors			94
Recommendation of the OCI Board of Directors and OCI's Reasons for the Combination			104
Opinions of OCI's Financial Advisors			109
Certain Unaudited Financial Projections			128
Interests of Certain Persons in the Combination			133
Financing Related to the Combination			138
Regulatory Matters			142
Accounting Treatment of the Combination			143
Receipt of New CF Ordinary Shares by CF Holdings Shareholders			144
Receipt of New CF Ordinary Shares by OCI Shareholders			144
Board of Directors and Management of New CF Following the Completion of the Combination			145
Listing of New CF Ordinary Shares			148
Delisting and Deregistration of CF Holdings Common Shares			148
CF Holdings Shareholder Appraisal Rights			148
OCI Shareholder Appraisal Rights			148
COMBINATION AGREEMENT			149
Explanatory Note Regarding the Combination Agreement			149
Overview			149
The Contribution			149
The Distribution			152
The Natgasoline Joint Venture			153
The Merger			153
Corporate Governance of New CF			153
Closing of the Combination			154
Treatment of CF Holdings Equity-Based Awards and Employee Benefit Plans			154
Representations and Warranties			154
Definition of Material Adverse Effect			156
Conduct of the Businesses Prior to Closing			157
No Solicitation; Change of Board Recommendation			161
CF Holdings Special Meeting; Recommendation of the CF Holdings Board			164
OCI Extraordinary General Meeting; Recommendation of the OCI Board			164
Employee Matters			164
Restructuring Matters			165
Further Action; Efforts			166
Conditions to the Closing			171
Conditions to the Natgasoline Joint Venture			174
Indemnification			175
Tax Matters			177
Termination of the Combination Agreement			179
Termination Fees			181
Expenses Reimbursement			183
Specific Performance			183
Amendments; Waiver			184
Governing Law and Venue			184
SHAREHOLDERS' AGREEMENT			185
General			185
Warranties			185

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		Page

Standstill Restrictions			186
Transfer Restrictions			187
Freedom to Pursue Opportunities			189
Termination			189
REGISTRATION RIGHTS AGREEMENTS			190
NATGASOLINE JOINT VENTURE			192
General			192
Project Funding			192
Conditions			192
Distributions			192
Operations and Management Agreement			193
Governance			193
Transfer Restrictions and Exit Provisions			194
Non-Solicitation			194
Independent Activities			194
IRREVOCABLE UNDERTAKINGS			195
General			195
Representations and Warranties			195
Irrevocable Undertaking			195
Lock-up and Standstill			196
Termination			196
DESCRIPTION OF CERTAIN INDEBTEDNESS			197
OCI Convertible Bonds			197
Iowa Fertilizer Company LLC Loan from the Iowa Finance Authority			200
U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE COMBINATION			204
Scope of Discussion			204
U.S. Federal Income Tax Consequences of the Separation			205
U.S. Federal Income Tax Consequences of the Merger			207
U.S. Federal Income Tax Consequences to Holders of the Ownership and Disposition of New CF Ordinary Shares			213
NETHERLANDS TAX CONSEQUENCES RELATING TO THE COMBINATION			216
Introduction			216
Netherlands Tax Consequences of the Combination for OCI, CF Holdings and New CF			217
Netherlands Tax Consequences of the Combination for Holders of OCI Ordinary Shares			219
Netherlands Tax Consequences of the Combination for Holders CF Common Stock			220
Netherlands Tax Consequences of the Holding, Redemption and Disposal of New CF Ordinary Shares After the Combination			221
OWNERSHIP OF CF HOLDINGS COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND CF HOLDINGS MANAGEMENT			225
ORDINARY SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF OCI			228
THE ENA BUSINESS			233
Business Lines			234

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		Page

Properties			235
Environmental, Health and Safety			236
Legal Proceedings			236
Employees and Labor Relations			237
OCI N.V.			237
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			239
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE ENA BUSINESS			275
EXECUTIVE AND DIRECTOR COMPENSATION FOR NEW CF			306
COMPENSATION RELATED TO THE COMBINATION			307
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			310
DESCRIPTION OF NEW CF ORDINARY SHARES			311
General			311
Share Capital			311
Issuance of Shares			311
Pre-Emptive Rights			312
Transfer of Shares			312
Form of Shares			313
Repurchase of Shares by New CF			313
Capital Reduction			313
Dividends and Other Distributions			314
General Meeting of Shareholders			314
Voting Rights and Quorum			315
Amendment of Articles of Association			316
Merger, Demerger and Dissolution			316
Squeeze Out			316
Anti-takeover provisions			317
Certain Other Major Transactions			317
Listing			318
Dutch Corporate Governance Code			318
COMPARISON OF RIGHTS OF SHAREHOLDERS OF CF HOLDINGS, OCI AND NEW CF			319
FUTURE SHAREHOLDER PROPOSALS			351
New CF			351
CF Holdings			351
OCI			351
LEGAL MATTERS			352
EXPERTS			352
WHERE YOU CAN FIND MORE INFORMATION			353
INDEX TO COMBINED CARVE-OUT FINANCIAL STATEMENTS AND UNAUDITED CONDENSED COMBINED INTERIM CARVE-OUT FINANCIAL STATEMENTS OF THE ENA BUSINESS OF OCI N.V.			FS-1
ANNEX A-COMBINATION AGREEMENT			A-1

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ANNEX B-SHAREHOLDERS' AGREEMENT			B-1
ANNEX C-FIREWATER ONE TERM SHEET			C-1
ANNEX D-IRREVOCABLE UNDERTAKINGS			D-1
ANNEX E-NEW CF ARTICLES OF ASSOCIATION			E-1
ANNEX F-OCI'S ARTICLES OF ASSOCIATION			F-1
ANNEX G-OPINION OF MORGAN STANLEY			G-1
ANNEX H-OPINION OF GOLDMAN SACHS			H-1
ANNEX I-OPINION OF ZAOUI & CO.			I-1
ANNEX J-OPINION OF MERRILL LYNCH INTERNATIONAL			J-1
ANNEX K-MATERIALS FOR OCI'S EXTRAORDINARY GENERAL MEETING AS REQUIRED BY DUTCH LAW			K-1

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the combination, the CF Holdings special meeting and the OCI extraordinary general meeting. These questions and answers only highlight some of the information contained in this document. They may not contain all the information that is important to you. You should read carefully this entire document, including the Annexes and the documents incorporated by reference into this document, to understand fully the proposed combination and the voting procedures for the CF Holdings special meeting and/or the OCI extraordinary general meeting. See "Where You Can Find More Information" beginning on page 353 of this document.

Q:: Why am I receiving this document?
A:: CF Holdings, OCI, New CF and MergerCo are parties to the combination agreement that is described in this document. Pursuant to the terms of the combination agreement, OCI's European, North American and global distribution businesses will be transferred to New CF. Following the transfer, MergerCo, a wholly-owned subsidiary of New CF, will merge with and into CF Holdings, with CF Holdings surviving as a wholly-owned subsidiary of New CF. As a result of the combination, New CF, a private company with limited liability incorporated under the law of the Netherlands that will be converted into a public company with limited liability in connection with the completion of the combination, will hold CF Holdings and OCI's European, North American and global distribution businesses.
: CF Holdings will hold a special meeting of CF Holdings shareholders in order to obtain the approval of CF Holdings shareholders necessary to adopt the combination agreement and approve the merger, as described in this document.
: OCI will hold an extraordinary general meeting of OCI shareholders in order to obtain the approval of OCI shareholders necessary for the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination, as described in this document.
: The parties will be unable to complete the combination unless the requisite CF Holdings and OCI shareholder approvals are obtained at the shareholders' meetings. However, as described below, the combination is not conditional on approval of certain of the matters being presented at the CF Holdings special meeting and the OCI extraordinary general meeting.
: CF Holdings and OCI have included in this document important information about the combination, the combination agreement (a copy of which is attached as Annex A), the other transactions contemplated by the combination agreement, the CF Holdings special meeting and the OCI extraordinary general meeting. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending the CF Holdings special meeting and/or the OCI extraordinary general meeting by granting a proxy or by voting your shares as described below under "—How do I vote?"
Q:: When and where will the CF Holdings special meeting and the OCI extraordinary general meeting be held?
A:: The CF Holdings special meeting will be held on , 201 at local time, at .
: The OCI extraordinary general meeting will be held on , 201 at local time, at Amsterdam, the Netherlands.

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Q:: What will the CF Holdings shareholders receive as consideration in the combination?
A:: If the merger is completed, each share of CF Holdings common stock issued and outstanding immediately prior to the effective time of the merger will be cancelled and automatically converted into and become the right to receive one New CF ordinary share. The one-for-one ratio is fixed, and, as a result, the number of New CF ordinary shares received by the CF Holdings shareholders in the merger will not fluctuate based on the market price of a share of CF Holdings common stock prior to the merger. The New CF ordinary shares received by the CF Holdings shareholders will be registered with the Securities and Exchange Commission, which is referred to in this document as the SEC, and are expected to be listed on the New York Stock Exchange, which is referred to in this document as the NYSE, under the symbol "CF." For more information, see "The Combination—Receipt of New CF Ordinary Shares by CF Holdings Shareholders."
: Each New CF ordinary share will be issued in accordance with, and subject to the rights and obligations of, the articles of association of New CF, which are referred to in this document as the New CF articles. The New CF articles that will be in effect at the consummation of the combination are attached as Annex E to this document. Following the merger, CF Holdings common stock will be delisted from NYSE. For a description of the rights and privileges of a holder of shares of CF Holdings common stock as compared to a holder of New CF ordinary shares, see "Comparison of Rights of Shareholders of CF Holdings, OCI and New CF" beginning on page 319 of this document.
Q:: What will the OCI shareholders receive as consideration in the combination?
A:: If the combination is completed, OCI will receive a fixed 25.6% of New CF's ordinary shares, subject to downward adjustment to account for the assumption by New CF of any of the convertible bonds that remain outstanding as of the closing date. OCI will receive additional consideration of $700 million (subject to adjustment as provided in the combination agreement) to be paid in cash, ordinary shares of New CF or a mixture of cash and ordinary shares of New CF, as determined by CF Holdings in accordance with the terms of the combination agreement. Prior to the effective time of the merger, OCI will distribute pro rata to its shareholders an amount of New CF ordinary shares, as determined in OCI's reasonable discretion, but not less than 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF. The New CF ordinary shares received by the OCI shareholders in the distribution will be registered with the SEC, and are expected to be listed on the NYSE under the symbol "CF." OCI shareholders will also retain their ordinary shares of OCI, and after the combination will be shareholders of both New CF and OCI. Following the closing date, the OCI shares are expected to remain listed on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V., under the symbol "OCI," and its American Depository Receipts, which are referred to in this document as ADRs, are expected to remain listed on the OTCQX International Premier market under the symbol "OCINY." For more information, see "The Combination—Receipt of New CF Ordinary Shares by OCI Shareholders."
: No fractional New CF ordinary shares will be distributed in connection with the distribution. Instead, each holder of OCI ordinary shares who would otherwise have been entitled to receive a fraction of a share of New CF ordinary shares (after aggregating all shares represented by book-entry shares of such holder) will receive, in lieu thereof, cash (without interest) in an amount determined by multiplying (i) the closing price of CF Holdings common stock reported on the NYSE on the trading day immediately preceding the closing date, rounded to the nearest one-hundredth of a cent by (ii) the fraction of a share (rounded to the nearest one-thousandth when expressed in decimal form) of New CF ordinary shares to which such holder would otherwise have been entitled.

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: Holders of OCI's ADRs will also receive their respective pro rata share of the distribution of New CF shares. The New CF shares will initially be distributed to The Bank of New York Mellon, referred to in this document as the ADR depositary, and the ADR depositary will, in turn, distribute such New CF shares to ADR holders by making a distribution of such shares to the same accounts in which the ADRs are held. The ADR holders, however, will not receive the same cash consideration for fractional shares as will OCI shareholders. Fractional New CF shares that would have been distributed to ADR holders will be sold in the market by the ADR depositary shortly after the closing at the then-current market price for New CF Shares and the cash proceeds of the market sale or sales will be distributed to the ADR holders who would have received such fractional shares, after subtracting taxes, fees and commissions associated with such market sales.
: Each New CF ordinary share will be issued in accordance with, and subject to the rights and obligations of, the New CF articles. The New CF articles that will be in effect at the consummation of the combination are attached as Annex E to this document. For a description of the rights and privileges of a holder of OCI ordinary shares as compared to a holder of New CF ordinary shares, see "Comparison of Rights of Shareholders of CF Holdings, OCI and New CF" beginning on page 319 of this document.
Q:: What proposals are being voted on at the CF Holdings special meeting and what shareholder vote is required to adopt those proposals?
A:: (1) proposal to adopt the combination agreement and approve the merger: The affirmative vote of the holders of a majority of the issued and outstanding shares of CF Holdings common stock outstanding and entitled to vote.
: (2) proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination: The affirmative vote of a majority of shares present in person or represented by proxy at the special meeting and entitled to vote thereon. This proposal is advisory and therefore not binding on the CF Holdings board of directors.
: (3) proposal to adjourn the special meeting of CF Holdings shareholders, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CF Holdings special meeting to adopt the combination agreement and approve the merger: The affirmative vote of a majority of shares present in person or represented by proxy at the special meeting and entitled to vote thereon, whether or not a quorum is present.
: The adoption of the combination agreement and approval of the merger are not conditional on approval of proposals 2 or 3 described above.
: As of the CF Holdings record date, the directors and executive officers of CF Holdings and their affiliates owned and were entitled to vote shares of CF Holdings common stock, representing approximately % of the CF Holdings common stock outstanding on that date.
Q:: What proposals are being voted on at the OCI extraordinary general meeting and what shareholder vote is required to adopt those proposals?
A:: (1) proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination: The affirmative vote of a simple majority of the votes cast at the OCI extraordinary general meeting.
: (2) proposal to increase the issued share capital and amendment of the articles of association of OCI: The affirmative vote of a simple majority of the votes cast at the OCI extraordinary general meeting. This proposal no. 2 is subject to adoption of proposal no. 3 described below.

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: (3) proposal to decrease the issued share capital and amendment of the articles of association of OCI: The affirmative vote of a simple majority of the votes cast at the OCI extraordinary general meeting, and in the event that less than one half of the issued share capital is represented at the OCI extraordinary general meeting, the affirmative vote of a two-thirds majority of votes cast at such meeting. This proposal no. 3 is subject to adoption of proposal no. 2 described above.
: (4) proposal to extend the designation of the OCI board of directors as the authorised body to issue shares in the share capital of OCI: The affirmative vote of a majority of the votes cast at the OCI extraordinary general meeting.

: (5) proposal to extend the designation of the OCI board of directors as the authorised body to restrict or exclude pre-emptive rights upon the issuance of shares: The affirmative vote of a majority of the votes cast at the OCI extraordinary general meeting, and in the event that less than one half of the issued share capital is represented at the OCI extraordinary general meeting, the affirmative vote of a two-thirds majority of votes cast at such meeting.
: The combination is conditional on approval of proposals 1, 2 and 3 described above, but is not conditional on approval of proposals 4 or 5 described above.
: As of November 30, 2015, the directors and executive officers of OCI and their affiliates owned and were entitled to vote shares of OCI ordinary shares representing approximately 29.5% of the OCI ordinary shares outstanding on that date.
: In addition, OCI has previously disclosed that, with regard to OCI, members of the Sawiris family (principally OCI's founder Onsi Sawiris and his sons Nassef Sawiris, OCI's chief executive officer, and Samih Sawiris), which are referred to in this document as the Sawiris family, should be regarded as parties acting in concert ("personen die in onderling overleg handelen") under the Dutch Financial Supervision Act. Members of the Sawiris family may each be deemed to beneficially own non-controlling interests in OCI, and, as of November 30, 2015, collectively may be deemed to beneficially own 54.4% of OCI's outstanding ordinary shares, through ordinary shares held by such individuals directly, and through certain holding companies that may be deemed to be controlled by such members of the Sawiris family. The OCI ordinary shares held by Mr. Nassef Sawiris and his affiliates are also included in the 30% ownership number in the preceding paragraph. Certain of such holding companies that own approximately 51.7% of OCI, as of November 30, 2015, have entered into irrevocable undertakings to vote in favor of resolutions that are necessary to approve the combination, among other things, as described in the section entitled "Irrevocable Undertakings." For additional information on Mr. Nassef Sawiris and other members of the Sawiris family and their relationships to each other and OCI, see the section entitled "Ordinary Share Ownership of Certain Beneficial Owners of OCI—Sawiris Family Ownership of Shares of OCI."
Q:: What constitutes a quorum?
A:: CF Holdings: The holders of a majority of shares of CF Holdings common stock issued and outstanding and entitled to vote at the CF Holdings special meeting, present in person or represented by proxy, shall constitute a quorum at the special meeting. Shareholders who have submitted properly executed or transmitted proxies that are marked "abstain" will be treated as "present" for these purposes. Broker non-votes will not be counted for purposes of determining whether a quorum is present at the CF Holdings special meeting.
: OCI: There are no quorum requirements for adopting proposals (1), (2) and (4), as referred to above, at the OCI extraordinary general meeting. With respect to proposals (3) and (5), the holders of more than one half of the issued share capital of OCI must be represented at the OCI extraordinary general meeting. If less than one half of the issued share capital of OCI is

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represented at the OCI extraordinary general meeting, the affirmative vote of more than two-thirds of the votes cast is required to adopt the proposal.

Q:

What are the recommendations of the CF Holdings and OCI boards of directors regarding the proposals being put to a vote at their respective shareholders' meetings?

A:

CF Holdings: The CF Holdings board of directors has unanimously approved the combination agreement and the transactions contemplated thereby and determined that they are advisable and in the best interests of CF Holdings and its shareholders.

The CF Holdings board of directors unanimously recommends that CF Holdings shareholders vote:

•: "FOR" the proposal to adopt the combination agreement and approve the merger;
•: "FOR" the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination; and
•: "FOR" the proposal to adjourn the special meeting of CF Holdings shareholders, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CF Holdings special meeting to adopt the combination agreement and approve the merger.

See "The Combination—Recommendation of the CF Holdings Board of Directors and CF Holdings' Reasons for the Combination" beginning on page 90 of this document.

In considering the recommendation of the board of directors of CF Holdings, you should be aware that certain directors and executive officers of CF Holdings will have interests in the proposed combination that may be different from, or in addition to, the interests of CF Holdings shareholders generally. See "The Combination—Interests of Certain Persons in the Combination—CF Holdings" beginning on page 133 of this document.

OCI: The OCI board of directors has unanimously approved the combination agreement and the transactions contemplated thereby and determined that they are advisable and in the best interests of the shareholders of OCI.

The OCI board of directors unanimously recommends that OCI shareholders vote:

•: "FOR" the proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination;
•: "FOR" the proposal to increase the issued share capital and amendment of the articles of association of OCI;
•: "FOR" the proposal to decrease the issued share capital and amendment of the articles of association of OCI;
•: "FOR" the proposal to extend the designation of the OCI board of directors as the authorized body to issue shares in the share capital of OCI; and
•: "FOR" the proposal to extend the designation of the OCI board of directors as the authorized body to restrict or exclude pre-emptive rights upon the issuance of shares.

See "The Combination—Recommendation of the OCI Board of Directors and OCI's Reasons for the Combination" beginning on page 104 of this document.

In considering the recommendation of the board of directors of OCI, you should be aware that certain directors and executive officers of OCI will have an interest in the proposed combination that may be different from, or in addition to, the interests of OCI shareholders generally. See

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"The Combination—Interests of Certain Persons in the Combination—OCI" beginning on page 137 of this document.

Q:: When is the combination expected to be completed?
A:: As of the date of this document, the combination is expected to be completed in mid-2016. However, no assurance can be provided as to when or if the combination will be completed. The required vote of CF Holdings shareholders and OCI shareholders to adopt the required shareholder proposals at their respective shareholders' meetings, as well as necessary regulatory consents and approvals, must first be obtained and other conditions specified in the combination agreement must be satisfied or, if permitted by applicable laws, waived.
Q:: Who is entitled to vote?
A:: CF Holdings: The board of directors of CF Holdings has fixed a record date of , 201 as the CF Holdings record date. If you were a CF Holdings shareholder of record as of the close of business on the CF Holdings record date, you are entitled to receive notice of and to vote at the CF Holdings special meeting and any adjournments thereof for more than 30 days. If you hold shares as of the record date through a bank, brokerage firm, dealer, trust company or other nominee, you must follow the instructions provided by your bank, brokerage firm, dealer, trust company or other nominee in order to vote your shares.
: OCI: Pursuant to Section 2:119 paragraph 2 of the Dutch Civil Code, the record date for the OCI extraordinary general meeting must be the 28th day before the date of the OCI extraordinary general meeting. Accordingly, , 201 will be the record date for the OCI extraordinary general meeting, which is referred to in this document as the OCI record date. If you were an OCI shareholder of record as of the close of business on the OCI record date, you are entitled to attend and to vote at the OCI extraordinary general meeting and any postponement thereof. If you hold shares as of the record date through a bank, brokerage firm, dealer, trust company or other nominee, you must follow the instructions provided by your bank, brokerage firm, dealer, trust company or other nominee in order to vote your shares.
Q:: What if I sell my CF Holdings common stock before the CF Holdings special meeting or my OCI ordinary shares before the OCI extraordinary general meeting?
A:: CF Holdings: The CF Holdings record date is earlier than the date of the CF Holdings special meeting and the date that the combination is expected to be completed. If you transfer your shares after the CF Holdings record date but before the CF Holdings special meeting, you will retain your right to attend and vote at the CF Holdings special meeting, but will have transferred the right to receive New CF ordinary shares pursuant to the combination. In order to receive the New CF ordinary shares, you must hold your shares through completion of the combination.
: OCI: The OCI record date will be the 28th day before the date of the OCI extraordinary general meeting and is earlier than the date that the combination is expected to be completed. If you transfer your shares after the OCI record date but before the OCI extraordinary general meeting, you will retain your right to attend and to vote at the OCI extraordinary general meeting, but will have transferred the right to receive New CF ordinary shares in connection with the combination. In order to receive the New CF ordinary shares, you must hold your shares through completion of the combination.

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Q:

How do I vote?

A:

CF Holdings: If you are a CF Holdings shareholder of record, you may vote your shares at the CF Holdings special meeting in one of the following ways:

•: by mailing your completed and signed proxy card in the enclosed return envelope;
•: by voting by telephone or over the Internet as instructed on the enclosed proxy card; or
•: by attending the CF Holdings special meeting and voting in person.

If you hold your CF Holdings common stock through a bank, brokerage firm, dealer, trust company or other nominee, you should follow the instructions provided by your bank, brokerage firm, dealer, trust company or other nominee in order to instruct them on how to vote such shares.

OCI: If you are an OCI shareholder of record, you may vote your shares at the OCI Holdings extraordinary general meeting in one of the following ways:

•: by granting a proxy in writing to a party of your choice who will vote in person at the meeting;
•: by granting a proxy to an independent third party: J.J.C.A. Leemrijse, civil law notary in Amsterdam, the Netherlands or her substitute, which we refer to in this document as the notary;
•: by electronic proxy by submitting a voting instruction at www.abnamro.com/evoting no later than , 2016, which we refer to in this document as e-voting; or
•: by attending the OCI extraordinary general meeting and voting in person.

Forms to be used to grant a proxy in writing are available free of charge at the offices of OCI and at www.oci.nl. Shareholders who wish to attend the extraordinary general meeting by proxy must ensure that their proxy have ultimately been received on , 201 by the notary, at the offices of Allen & Overy LLP (Apollolaan 15, 1077 AB Amsterdam, the Netherlands), or, if sent in pdf-form electronically, at her e-mail address: joyce.leemrijse@allenovery.com. A copy of the written proxy must be shown at registration for the meeting.

If you hold your OCI ordinary shares through a bank, brokerage firm, dealer, trust company or other nominee, you should follow the instructions provided by your bank, brokerage firm, dealer, trust company or other nominee in order to instruct them on how to vote such shares.

Holders of OCI's ADRs should vote their ADRs as described in the section entitled "The Extraordinary General Meeting of OCI Shareholders—How to Vote Your ADRs."

Q:

If my CF Holdings common stock is held in "street name" by my bank, brokerage firm, dealer, trust company or other nominee will my bank, brokerage firm, dealer, trust company or other nominee automatically vote my common stock for me?

A:

No. Your bank, brokerage firm, dealer, trust company or other nominee will not vote your shares if you do not provide your bank, brokerage firm, dealer, trust company or other nominee with a signed voting instruction form with respect to your common stock, such failure to vote being referred to as a "broker non-vote." Therefore, you should instruct your bank, brokerage firm, dealer, trust company or other nominee to vote your common stock by following the directions your bank, brokerage firm, dealer, trust company or other nominee provides.

Broker non-votes are shares of common stock held by a bank, brokerage firm, dealer, trust company or other nominee that are present in person or represented by proxy at the special meeting, but with respect to which the bank, brokerage firm, dealer, trust company or other nominee is not instructed by the beneficial owner of such shares of common stock how to vote on a particular proposal and the bank, brokerage firm, dealer, trust company or other nominee does

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not have discretionary voting power on such proposal. Because banks, brokerage firms, dealers, trust companies and other nominees do not have discretionary voting authority with respect to any of the proposals at the CF Holdings special meeting, if a beneficial owner of CF Holdings common stock held in "street name" does not give voting instructions to the bank, brokerage firm, dealer, trust company or other nominee for any proposals, then those shares will not be counted as votes cast for or against any of the proposals. Broker non-votes will not be counted for purposes of determining whether a quorum is present at the CF Holdings special meeting.

: See "The Special Meeting of CF Holdings Shareholders—Failures to Submit a Proxy or Attend the Special Meeting of CF Holdings Shareholders, Broker Non-Votes and Abstentions" beginning on page 69 of this document.
Q:: How many votes do I have?
A:: CF Holdings: You are entitled to one vote for each share of CF Holdings common stock that you owned as of the close of business on the CF Holdings record date. As of the close of business on the CF Holdings record date, shares of CF Holdings common stock were outstanding and entitled to vote at the special meeting.
: OCI: You are entitled to one vote for each share of OCI ordinary shares that you owned as of the close of business on the OCI record date. As of the close of business on , 201 , OCI ordinary shares were outstanding and entitled to vote at the extraordinary general meeting.
Q:: What if I hold shares in both CF Holdings and OCI?
A:: If you are a shareholder of both CF Holdings and OCI, you will receive a package of proxy materials for the CF Holdings special meeting and the shareholders circular / prospectus, proxy form and other materials for the OCI extraordinary general meeting will be made available free of charge at the offices of OCI and at www.oci.nl. A vote as a CF Holdings shareholder for the proposal to adopt the combination agreement and approve the merger will not constitute a vote as an OCI shareholder for the proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination, or vice versa. THEREFORE, PLEASE MARK, SIGN, DATE AND RETURN ALL PROXY CARDS THAT YOU RECEIVE FROM CF HOLDINGS AND/OR THE PROXY FORM MADE AVAILABLE AT THE WEBSITE OF OCI, OR SUBMIT A SEPARATE PROXY AS BOTH A CF HOLDINGS SHAREHOLDER AND AN OCI SHAREHOLDER FOR EACH SHAREHOLDERS' MEETING.
Q:: Should I send in my stock certificates now?
A:: CF Holdings: No. CF Holdings shareholders should keep their existing stock certificates at this time. If you are a holder of CF common stock, after the combination is completed, you will receive written instructions for exchanging your stock certificates for New CF ordinary shares.
: OCI: All shares in OCI are registered shares. No share certificates have been issued.
Q:: What do I need to do now?
A:: If you are entitled to vote at the CF Holdings special meeting and/or the OCI extraordinary general meeting, you can vote in person by completing a ballot at the relevant meeting, or you can vote by proxy before the relevant meeting. Even if you plan to attend your company's shareholders' meeting, we encourage you to vote by proxy before the relevant meeting. After carefully reading and considering the information contained in this document, including the Annexes and the documents incorporated by reference, please submit your proxy in accordance

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with the instructions set forth on the relevant enclosed proxy card/proxy form, or mark, sign and date the relevant proxy card/proxy form, and return as soon as possible so that your shares may be voted at your company's relevant meeting. In this way, you will be able to instruct the persons identified as your proxy to vote your shares at your company's relevant meeting as directed by you.

If you are a shareholder of record and you sign and send in your proxy card and/or proxy form but do not indicate how you want to vote, your proxy will be voted "FOR" each of the proposals at the CF Holdings special meeting and OCI extraordinary general meeting.

If you hold your shares of CF Holdings common stock through a bank, brokerage firm, dealer, trust company or other nominee, you should follow the instructions provided by your bank, brokerage firm, dealer, trust company or other nominee when instructing them on how to vote your shares of CF Holdings common stock.

Q:

I am a CF Holdings shareholder. May I change my vote after I have mailed my signed proxy card or voted by telephone or over the Internet?

A:

Yes, you may change your vote at any time before your proxy is voted at the CF Holdings special meeting. You can do this in one of four ways:

•: timely deliver a valid later-dated proxy by mail;
•: before midnight on the night before the CF Holdings special meeting, send a written notice of revocation to the corporate secretary of CF Holdings at the following address:

CF Industries Holdings, Inc.
4 Parkway North
Suite 400
Deerfield, Illinois 60015
Attention: Corporate Secretary

•: voting by telephone or through the Internet at a later date; or
•: attending the CF Holdings special meeting, requesting that your previously submitted proxy not be used, and voting in person.

Q:

I am an OCI shareholder. May I change my vote after I have appointed a proxy or submitted my votes via e-voting?

A:

Yes, you may change your vote. You can do this in one of two ways:

•: if voting by proxy: timely delivery of a later-dated proxy by mail or electronically to the notary of the OCI extraordinary general meeting before , 2016; and
•: if voting by e-voting: via your e-voting account before , 2016 or attending the OCI extraordinary general meeting, requesting that your previously submitted votes via e-voting not be used, and voting in person.

If you have instructed a bank, brokerage firm, dealer, trust company or other nominee to vote your shares, you must follow directions received from your bank, brokerage firm, dealer, trust company or other nominee to change your vote or revoke your proxy. Holders of OCI's ADRs should vote their ADRs as described in the section entitled "The Extraordinary General Meeting of OCI Shareholders—How to Vote Your ADRs."

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Q:: Who can help answer my questions?
A:: If you have questions about the combination, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card/proxy form, you should, if you are a CF Holdings shareholder, contact Innisfree M&A Incorporated, the proxy solicitation agent for CF Holdings, at (877) 800-5192 (stockholders) or (212) 750-5833 (Banks and Brokers), or, if you are an OCI shareholder, contact Maud de Vries, by telephone: +31 (0)20-723-4500 or by email: maud.devries@oci.nl or the OCI investor relations director, Hans Zayed, by telephone: +31 (0)6-1825-1367 or by email: investor.relations@oci.nl.
: If your CF Holdings and/or OCI ordinary shares are held by a bank, brokerage firm, dealer, trust company or other nominee, you should contact your bank, brokerage firm, dealer, trust company or other nominee for additional information.
Q:: Where can I find more information?
A:: You can find more information about CF Holdings from various sources described under "Where You Can Find More Information" beginning on page 353 of this document. In addition, the assets of OCI to be included in the combination are described in the sections entitled "The ENA Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business" beginning on pages 233 and 275, respectively, and in the ENA business' combined carve-out financial statements, which are referred to in this document as the Combined Carve-out Financial Statements, and unaudited condensed combined interim carve-out financial statements, which are referred to in this document as the Unaudited Condensed Combined Interim Carve-out Financial Statements, and related notes, which can be found beginning on page FS-1.

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SUMMARY

The following summary highlights selected information from this document and may not contain all of the information that may be important to you as a CF Holdings shareholder or OCI shareholder. Accordingly, we encourage you to read carefully this entire document, its Annexes and the documents referred to or incorporated by reference in this document. You may obtain the information incorporated by reference into this document without charge by following the instructions under the section entitled "Where You Can Find More Information" of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.

Parties to the Combination (page 78)

CF Holdings

CF Industries Holdings, Inc., which is referred to in this document as CF Holdings, a Delaware corporation, is one of the largest manufacturers and distributors of nitrogen fertilizer and other nitrogen products in the world. CF Holdings' address is 4 Parkway North, Suite 400, Deerfield, IL 60015, and its telephone number is (847) 405-2400.

OCI N.V.

OCI N.V., which is referred to in this document as OCI, a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands, is a global producer and distributor of natural gas-based fertilizers and industrial chemicals. OCI's address is Honthorststraat 19, 1071 DC Amsterdam, the Netherlands, and its telephone number is +31 (0)20-723-4500.

OCI's European, North American and global distribution businesses, which are referred to collectively in this document as the ENA business, are the portion of OCI's business to be combined with CF Holdings under New CF pursuant to the combination agreement. The ENA business consists of (i) manufacturing and supply of nitrogen fertilizers (including anhydrous ammonia, urea ammonium nitrate, granular urea and calcium ammonium nitrate), melamine and methanol in North America and Europe and (ii) trading and distribution of nitrogen fertilizers. See "The ENA Business" beginning on page 233 of this document.

New CF

CF B.V., which is referred to in this document as New CF, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, was incorporated on December 18, 2015 for the purpose of engaging in the transactions contemplated by the combination agreement. New CF's registered address is Prins Bernhardplein 200, 1097 JB, Amsterdam, The Netherlands, and its telephone number is +31 20 521 4777.

MergerCo

Finch Merger Company LLC, which is referred to in this document as MergerCo, a Delaware limited liability company, was formed on December 18, 2015 for the purpose of effecting the merger. MergerCo's address is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, DE 19808, and its telephone number is (866) 403-5272.

Structure of the Combination (page 81)

The combination agreement provides for the combination of CF Holdings with OCI's European, North American and global distribution businesses under New CF.

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The ENA business consists of the following assets and operations:

•: a nitrogen fertilizer and industrial chemical production facility in Geleen, the Netherlands;
•: a greenfield nitrogen fertilizer and industrial chemical production facility under construction in Wever, Iowa;
•: an equity interest of approximately 79.88% in a methanol and ammonia production facility near Beaumont, Texas, which is referred to in this document as OCI Beaumont;
•: a global distribution business; and
•: a greenfield methanol production facility under construction near Beaumont, Texas, which is referred to in this document as the Natgasoline project.

OCI holds the ENA business (other than the Natgasoline project) through four direct or indirect wholly-owned subsidiaries, (i) OCI Fertilizer International B.V., (ii) OCI Nitrogen B.V., (iii) OCI Chem 1 B.V. and (iv) OCI Personnel B.V. OCI holds the Natgasoline project through an indirect wholly-owned subsidiary, Firewater One S.à.r.l., which is referred to in this document as Firewater One. These entities, including Firewater One, are collectively referred to in this document as the purchased companies.

On the terms and subject to the conditions specified in the combination agreement, the combination will be effected as follows:

•

OCI will contribute the purchased companies (other than Firewater One) to New CF in exchange for:

•: New CF ordinary shares representing the base share consideration, plus
•: consideration, which is referred to in this document as the additional consideration, of $700 million (less (i) the estimated net amount owed by the purchased companies and their subsidiaries to OCI and its other subsidiaries as of immediately prior to the closing of the combination and (ii) the estimated amount of net debt of the purchased companies and their subsidiaries (other than any amount referred to in clause (i) and excluding any net debt of Firewater One and its subsidiaries incurred in connection to the Natgasoline project financing as described in the section entitled "Natgasoline Joint Venture") in excess of $1.95 billion as of immediately prior to the closing of the combination) to be paid in cash, ordinary shares of New CF or a mixture of cash and ordinary shares of New CF, as determined by CF Holdings in accordance with the terms of the combination agreement.

The base share consideration will represent 25.6% of the ordinary shares of New CF that, upon consummation of the combination, would be outstanding or subject to compensatory equity awards, subject to downward adjustment to account for the assumption by New CF, as contemplated by the combination agreement, of any of OCI's 3.875% Convertible Bonds due 2018, which are referred to in this document as the convertible bonds, which remain outstanding at the effective time of the merger.

The contribution of the purchased companies (other than Firewater One) to New CF in exchange for the base share consideration and the additional consideration is referred to in this document as the contribution.

•: OCI will distribute pro rata to its shareholders an amount of New CF ordinary shares, as determined in OCI's reasonable discretion, but not less than 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF. This distribution is referred to in this document as the distribution. The contribution together with the distribution is referred to in this document as the separation.

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•: Following the distribution, MergerCo and CF Holdings will consummate the merger with CF Holdings surviving as a wholly-owned subsidiary of New CF. At the effective time of the merger, each issued and outstanding share of CF Holdings common stock will be converted into the right to receive one ordinary share of New CF.
•: Immediately before the effective time of the merger, CF Holdings or its designee will purchase for $517.5 million in cash a 45% equity interest in Firewater One, which transaction is referred to in this document as the Natgasoline joint venture. As part of the Natgasoline joint venture, CF Holdings or its designee will also acquire an option to acquire the remaining equity interests in Firewater One. Such option may be exercised until the later of (A) August 6, 2018 and (B) twelve months from the satisfaction of all conditions required for substantial completion of the construction on the Natgasoline project for a purchase price equal to $632.5 million in cash or New CF ordinary shares, at CF Holdings' option, subject to certain limitations; provided, that the option purchase price will escalate on a daily pro rata basis calculated using a compound interest rate of 10% per annum from the date of execution of the combination agreement.

Accordingly, if the conditions to the consummation of the merger and the separation are satisfied or waived, but the additional conditions to the Natgasoline joint venture are not satisfied or waived, the combination may be effected without the consummation of the Natgasoline joint venture, in which case (i) OCI will retain 100% of its interest in Firewater One and the Natgasoline project, (ii) CF Holdings will not pay the $517.5 million to OCI, and (iii) CF Holdings will combine with the rest of the ENA business.

Upon completion of the combination, assuming an adjustment in respect of the convertible bonds in the amount of 10.7 million ordinary shares of New CF and assuming that $672 million of the additional consideration is paid in the form of New CF ordinary shares (calculated using an illustrative value of $45 per share, based on the volume-weighted average price of CF Holdings for the 20 trading days ended December 15, 2015), the former shareholders of CF Holdings would own approximately 73.4%, and OCI and its shareholders would own approximately 26.6%, of New CF ordinary shares outstanding or subject to compensatory equity awards. The adjustment with respect to the convertible bonds is based on the estimate of the fair value of convertible bonds assumed of $439.9 million and the CF Holdings closing share price as of December 15, 2015 rounded to the nearest whole dollar ($41).

Upon completion of the combination, assuming the convertible bond share reduction amount is zero and that $700 million of the additional consideration is paid in the form of New CF ordinary shares (calculated using an illustrative value of $45 per share, based on the volume-weighted average price of CF Holdings for the 20 trading days ended December 15, 2015) and none is paid in cash, the former shareholders of CF Holdings would own approximately 70.9%, and OCI and its shareholders would own approximately 29.1%, of New CF ordinary shares outstanding or subject to compensatory equity awards. Based on the assumptions in the previous sentence, the number of ordinary shares of New CF that would be issued to OCI in the combination is approximately 96 million, which represents an estimate of the maximum number of ordinary shares that may be issued to OCI in the combination.

Based on the number of OCI ordinary shares outstanding as of November 30, 2015 and the assumptions in the second preceding paragraph, and assuming that OCI distributes an amount of New CF ordinary shares equal to 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF (and that the aggregate of such base share consideration and additional consideration paid in ordinary shares of New CF is 26.6% of New CF ordinary shares), OCI shareholders would receive in the distribution approximately New CF ordinary shares for each OCI ordinary share that that they hold as of the time of the distribution.

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Moreover, the number of New CF ordinary shares that OCI shareholders will receive in the distribution may be further reduced to the extent convertible bonds remain outstanding at the closing of the combination and are assumed by New CF in accordance with the terms of the combination agreement.

The actual ownership split of New CF upon completion of the combination as between former CF Holdings shareholders, on the one hand, and OCI and its shareholders, on the other hand, will be dependent on the CF Holdings share price at the time of closing, the amount of convertible bonds to be assumed by New CF at closing, the amount of net debt of the purchased companies and their subsidiaries and intercompany payables for purposes of determining, and the mix of cash and New CF ordinary shares used to pay the additional consideration. In particular, the conversion of the convertible bonds prior to closing, or the assumption of the convertible bonds by New CF at the closing of the combination, and the terms on which such bonds are converted and/or assumed, will affect the number of New CF ordinary shares to be received by the OCI and the OCI shareholders in the combination.

The actual number of New CF ordinary shares received by OCI shareholders in the distribution will depend on the number of shares OCI receives as base consideration and additional consideration and the portion thereof that OCI determines to distribute to its shareholders in the distribution, which shall not be less than 80% of the aggregate number of shares received by OCI.

Simplified Current Structure

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Simplified Structure Following the Separation and the Natgasoline Joint Venture and Immediately Prior to the Merger

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Resulting Simplified Structure

(1): Assuming an adjustment in respect of the convertible bonds in the amount of 10.7 million ordinary shares of New CF and assuming that $672 million of the additional consideration is paid in the form of New CF ordinary shares (calculated using an illustrative value of $45 per share, based on the volume-weighted average price of CF Holdings for the 20 trading days ended December 15, 2015).

Recommendation of the CF Holdings Board of Directors and CF Holdings' Reasons for the Combination (page 90)

The CF Holdings board of directors has unanimously approved the combination agreement and the transactions contemplated thereby and determined that they are advisable and in the best interests of CF Holdings and its shareholders.

The CF Holdings board of directors unanimously recommends that CF Holdings shareholders vote:

•: "FOR" the proposal to adopt the combination agreement and approve the merger;
•: "FOR" the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination; and
•: "FOR" the proposal to adjourn the special meeting of CF Holdings shareholders, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the CF Holdings special meeting to adopt the combination agreement and approve the merger.

The CF Holdings board of directors, in consultation with members of CF Holdings management and its legal and financial advisors, considered many factors in (i) making its determination that the combination agreement, the combination and the other transactions contemplated thereby are advisable and in the best interests of CF Holdings and its shareholders and (ii) recommending that the shareholders of CF Holdings vote "FOR" the proposal to adopt the combination agreement.

In considering the recommendation of the board of directors of CF Holdings, you should be aware that certain directors and executive officers of CF Holdings will have interests in the proposed

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combination that may be different from, or in addition to, the interests of CF Holdings shareholders generally. See "The Combination—Interests of Certain Persons in the Combination—CF Holdings" beginning on page 133 of this document.

Opinions of CF Holdings' Financial Advisors (page 94)

CF Holdings retained Morgan Stanley & Co. LLC, which is referred to in this document as Morgan Stanley, and Goldman, Sachs & Co., which is referred to in this document as Goldman Sachs, to provide CF Holdings with financial advisory services in connection with the combination and the other transactions contemplated by the combination agreement. Morgan Stanley and Goldman Sachs are collectively referred to herein as CF Holdings' financial advisors. Pursuant to the respective engagements of Morgan Stanley and Goldman Sachs, CF Holdings requested each of Morgan Stanley and Goldman Sachs to evaluate the fairness, from a financial point of view, to CF Holdings of the consideration to be paid for the purchased companies pursuant to the combination agreement. At the meeting of the CF Holdings board of directors on December 19, 2015, Morgan Stanley and Goldman Sachs presented joint materials and each rendered its respective oral opinion, subsequently confirmed in their respective written opinions, that as of the date of such written opinions and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in such written opinions, the consideration to be paid for the purchased companies pursuant to the combination agreement was fair from a financial point of view to CF Holdings.

Opinion of Morgan Stanley & Co. LLC

The full text of Morgan Stanley's written opinion, dated December 20, 2015, is attached as Annex G to this document and is incorporated herein by reference in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering its opinion. CF Holdings encourages you to read the opinion carefully and in its entirety. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley's opinion was directed to the CF Holdings board of directors and addressed only the fairness from a financial point of view to CF Holdings of the consideration to be paid pursuant to the combination agreement as of the date of the written opinion and did not address any other aspects of the transactions contemplated by the combination agreement. In addition, Morgan Stanley's opinion did not in any manner address the prices at which shares of CF Holdings common stock or ordinary shares of New CF would trade at any time, including following consummation of the transactions contemplated by the combination agreement, and does not constitute a recommendation to any shareholder of CF Holdings as to how to vote at any shareholders' meeting to be held in connection with the transactions contemplated by the combination agreement.

Opinion of Goldman, Sachs & Co.

The full text of the written opinion of Goldman Sachs, dated December 20, 2015, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex H to this document and is incorporated herein by reference in its entirety. The summary of the Goldman Sachs opinion provided is qualified in its entirety by reference to the full text of the written opinion. CF Holdings encourages you to read the entire opinion carefully and in its entirety. Goldman Sachs provided its opinion for the information and assistance of the CF Holdings board of directors in connection with its consideration of the transactions contemplated by the combination agreement, and Goldman Sachs' written opinion addressed only the fairness, from a financial point of view, to CF Holdings, as of December 20, 2015, of the consideration to be paid for the purchased companies pursuant to the combination agreement. Goldman Sachs did not express any view on, and its opinion did not address, any terms or aspects of the combination agreement or the transactions contemplated by the combination agreement or the prices at which

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shares of CF Holdings common stock or ordinary shares of New CF will trade at any time, including following consummation of the transactions contemplated by the combination agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of CF Holdings common stock should vote with respect to the transactions contemplated by the combination agreement, or any other matter.

Recommendation of the OCI Board and OCI's Reasons for the Combination (page 104)

The OCI board of directors has unanimously approved the combination agreement and the transactions contemplated thereby and determined that they are advisable and in the best interests of the shareholders of OCI.

The OCI board of directors unanimously recommends that OCI shareholders vote:

•: "FOR" the proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination;
•: "FOR" the proposal to increase the issued share capital and amendment of the articles of association of OCI;
•: "FOR" the proposal to decrease the issued share capital and amendment of the articles of association of OCI;
•: "FOR" the proposal to extend the designation of the OCI board of directors as the authorized body to issue shares in the share capital of OCI; and
•: "FOR" the proposal to extend the designation of the OCI board of directors as the authorized body to restrict or exclude pre-emptive rights upon the issuance of shares.

The OCI board of directors, in consultation with members of OCI management and its legal and financial advisors, considered many factors in (i) making its determination that the combination agreement, the combination and the other transactions contemplated thereby are advisable and in the best interests of OCI and its shareholders and (ii) recommending that the shareholders of OCI vote "FOR" the proposals to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination, increase the issued share capital and approve the amendment of the articles of association of OCI and decrease the issued share capital and approve the amendment of the articles of association of OCI.

In considering the recommendation of the board of directors of OCI, you should be aware that certain directors and executive officers of OCI will have interests in the proposed combination that may be different from, or in addition to, the interests of OCI's shareholders generally. See "The Combination—Interests of Certain Persons in the Combination—OCI" beginning on page 137 of this document.

Opinions of OCI's Financial Advisors (page 109)

Opinion of Zaoui & Co.

In connection with the combination, on December 18, 2015, Zaoui & Co. S.A., which is referred to in this document as Zaoui, delivered to OCI's board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of the same date, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations described in its written opinion, the aggregate consideration proposed to be paid by CF Holdings to the holders (other than CF Holdings and its affiliates) of the OCI ordinary shares, pursuant to the combination agreement, as amended, was fair from a financial point of view to such holders.

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the review undertaken by Zaoui in preparing its opinion, is attached as Annex I to this document. The summary of the written opinion of Zaoui contained in this document is qualified in its entirety by the full text of Zaoui's written opinion. Zaoui's advisory services and opinion were provided for the information and assistance of OCI's board of directors in connection with its consideration of the transactions contemplated by the combination agreement, as amended, and whether to recommend the combination to holders of OCI ordinary shares. In addition, Zaoui's opinion does not constitute a recommendation to any holder of OCI ordinary shares as to how to vote or act in connection with the proposed transactions contemplated by the combination agreement or any related matter.

Opinion of BofA Merrill Lynch

In connection with the combination, Merrill Lynch International, which is referred to in this document as BofA Merrill Lynch, delivered to OCI's board of directors a written opinion, dated December 18, 2015, as to the fairness, from a financial point of view and as of the date of the opinion of the base share consideration plus the additional consideration plus the $517.5 million of consideration in connection with the Natgasoline joint venture, which is referred to in this document as the aggregate consideration, to be received in the combination by OCI. The full text of the written opinion, dated December 18, 2015, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex J to this document and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to OCI's board of directors (in its capacity as such) for the benefit and use of OCI's board of directors in connection with and for purposes of its evaluation of the aggregate consideration from a financial point of view. BofA Merrill Lynch's opinion does not address any other aspect of the combination and no opinion or view was expressed as to the relative merits of the combination in comparison to other strategies or transactions that might be available to OCI or in which OCI might engage or as to the underlying business decision of OCI to proceed with or effect the combination. BofA Merrill Lynch's opinion does not address any other aspect of the combination and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed combination or any related matter.

Interests of Certain Persons in the Combination (page 133)

CF Holdings

In considering the recommendation of the CF Holdings board of directors with respect to the combination agreement, CF Holdings shareholders should be aware that the executive officers and directors of CF Holdings have certain interests in the combination that may be different from, or in addition to, the interests of CF Holdings shareholders generally. The CF Holdings board of directors was aware of these interests and considered them, among other matters, in approving the combination and the combination agreement and making its recommendation that the CF Holdings shareholders adopt the combination agreement and approve the merger.

OCI

In considering the recommendation of the OCI board of directors with respect to the combination, OCI shareholders should be aware that some directors of OCI have certain interests in the combination that may be different from, or in addition to, the interests of OCI shareholders generally. The OCI board of directors was aware of these interests and considered them, among other matters, in approving the combination and the combination agreement and making its recommendation that the OCI shareholders approve the combination agreement and the combination.

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Financing Related to the Combination (page 138)

New CF expects that it will require a total of approximately $1.0 billion in cash in connection with the consummation of the combination, to repay indebtedness of the ENA business and to pay transaction fees and expenses. New CF expects to fund this cash requirement from the following sources: borrowings under the bridge credit agreement described elsewhere in this document and/or alternative external financing, together with CF Holdings' cash on hand. In the event that the conditions to the consummation of the Natgasoline joint venture are satisfied or waived and the Natgasoline joint venture is consummated, New CF expects that the additional $517.5 million in cash required to pay the consideration for the 45% equity interest in Firewater One would be funded from the same sources.

Regulatory Matters (page 142)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to in this document as the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission, which is referred to in this document as the FTC, the merger cannot be completed until CF Holdings and OCI each file a notification and report form with the FTC and the Antitrust Division of the Department of Justice, which is referred to in this document as the Antitrust Division, and the applicable waiting period under the HSR Act has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties' filing of their respective HSR Act notification forms or the early termination of that waiting period. CF Holdings and OCI filed their respective HSR Act notifications on August 31, 2015. On September 30, 2015, with the consent of OCI, CF Holdings withdrew its HSR filing and re-filed it on October 2, 2015. The waiting period under the HSR Act with respect to the proposed merger expired at 11:59 p.m., Eastern Time, on November 2, 2015.

The European Union Merger Regulation requires notification of the combination and approval by the European Commission because the combination exceeds certain thresholds. CF Holdings filed a first draft notification of the combination with the European Commission on September 14, 2015, a second draft on October 9, 2015, a third draft on October 25, 2015, and filed a formal notification on October 30, 2015. The European Commission granted unconditional approval of the combination on December 4, 2015. Turkish competition law requires notification of and approval by the Turkish Competition Authority (Rekabet Kurumu) because the combination exceeds certain thresholds. CF Holdings filed a formal notification of the combination with the Turkish Competition Authority on September 11, 2015, and received unconditional approval on October 6, 2015.

Completion of the combination is also conditioned on the conclusion of any review or investigation of the combination by the Committee on Foreign Investment in the United States, which is referred to in this document as CFIUS, or a determination by CFIUS or the President of the United States of America to not take action under Section 721 of the Defense Production Act of 1950 as amended, as well as related Executive Orders and regulations, which is referred to collectively in this document as the DPA. Pursuant to the DPA, CFIUS reviews certain transactions which could result in control of a U.S. business by a foreign person. These reviews may be initiated upon the submission of a voluntary notice to CFIUS by the parties or by CFIUS acting unilaterally. The parties will submit a joint voluntary notice of the combination to CFIUS.

A CF Holdings subsidiary, CF Industries Nitrogen, LLC, which is referred to in this document as CF Nitrogen, is registered with the U.S. Department of State as a manufacturer of materials that are controlled under the International Traffic in Arms Regulations. CF Nitrogen also engages in certain U.S. Government contracting activities that are regulated by the U.S. Department of Defense. In connection with the combination, appropriate notice and other filings will be made with the U.S. Department of State and the U.S. Department of Defense.

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A works council has been established at a subsidiary of OCI (OCI Nitrogen B.V.). Pursuant to the Dutch Works Council Act (Wet op de ondernemingsraden), the works council has to be informed about the combination and has the right to render advice regarding the combination. The works council of OCI Nitrogen B.V. was informed about the combination during a consultation meeting on September 22, 2015. A request for advice was submitted to the works council on September 24, 2015. The works council rendered its advice on November 3, 2015. Pursuant to the SER Merger Code 2000 (SER besluit Fusiegedragsregels 2000), the trade unions and the Social Economic Council (Sociaal Economische Raad) have to be informed about the combination. The trade unions and the secretariat of the Social Economic Council were informed about the combination on August 10, 2015. On August 18, 2015, the Social Economic Council confirmed the receipt of the notification and assumed that the SER Merger Code 2000 has been complied with.

Accounting Treatment of the Combination (page 143)

The combination will be accounted for under the acquisition method of accounting for business combinations under U.S. generally accepted accounting principles, which is referred to in this document as U.S. GAAP, with CF Holdings treated as the acquirer. Under the acquisition method of accounting, CF Holdings will allocate the purchase price of this acquisition to tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values.

Board of Directors and Management of New CF Following Completion of the Combination (page 145)

The combination agreement provides that the New CF board of directors, at the closing of the combination, will consist of ten directors consisting of: (i) eight directors designated by CF Holdings provided that such persons selected are members of the CF Holdings board of directors immediately prior to the closing and (ii) two directors designated by OCI. The chairman of the CF Holdings board of directors as of immediately prior to the closing will be the chairman of New CF.

Following the consummation of the combination, the executive officers of CF Holdings as of immediately prior to the closing will be the executive officers of New CF.

Listing of New CF Ordinary Shares (page 148)

New CF ordinary shares are currently not traded or quoted on a stock exchange or quotation system. New CF expects that, following the combination, New CF ordinary shares will be listed for trading under the symbol "CF" on the NYSE.

Delisting and Deregistration of CF Holdings Common Stock (page 148)

Upon consummation of the merger, the CF Holdings common stock currently listed on the NYSE will cease to be listed on the NYSE and subsequently will be deregistered under the U.S. Securities Exchange Act of 1934, as amended, which is referred to in this document as the Exchange Act.

CF Holdings Shareholder Appraisal Rights (page 148)

Holders of shares of CF Holdings common stock will not be entitled to appraisal rights in connection with the combination, merger or any other transaction described in this document under Section 262 of the Delaware General Corporation law, which is referred to in this document as the DGCL.

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OCI Shareholders Appraisal Rights (page 148)

The Dutch Civil Code does not provide for "appraisal rights" similar to those under the DGCL.

Combination Agreement (page 149)

The terms and conditions of the combination are contained in the combination agreement, a copy of which is attached as Annex A to this document. You are encouraged to read the combination agreement carefully because it is the principal document governing the combination.

Treatment of CF Holdings Equity-Based Awards and Employee Benefits Plans (page 154)

Pursuant to the terms of the CF Holdings stock plans and applicable award agreements and under the terms of the combination agreement, at the effective time of the merger:

•: each stock option to purchase shares of CF Holdings common stock will vest in full upon the closing and will be converted into an option to purchase the same number of New CF ordinary shares at the same exercise price as applied to the CF Holdings option prior to the closing;
•: each share of restricted stock granted under a CF Holdings stock plan will vest in full and will be converted into the right to receive one New CF ordinary share; and
•: each award of restricted stock units, performance stock units, performance shares, phantom shares or other similar rights or awards granted under a CF Holdings stock plan and relating to shares of CF Holdings common stock will vest in full and will be converted into the right to receive one New CF ordinary share, except that shares of New CF issuable upon the vesting of CF Holdings restricted stock units will be issued in accordance with the vesting schedule applicable to the CF Holdings restricted stock units immediately prior to closing or such later time as necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended, which is referred to in this document as the Code.

Conditions to the Closing (page 171)

The consummation of the combination is subject to the satisfaction or waiver of a number of conditions. The following mutual conditions must be satisfied (or waived by both parties) before either party is obligated to complete the combination:

•: the adoption of the combination agreement by the requisite affirmative vote of CF Holdings shareholders;
•: the approval of the combination by the requisite affirmative vote of OCI shareholders;
•: the waiting period applicable to the distribution, by way of a reduction of the nominal value of the ordinary shares in the capital of OCI, of certain of the New CF ordinary shares received by OCI from New CF having expired with no opposition being instituted or, if opposition was instituted in accordance with section 2:100 DCC, such opposition will have been withdrawn or otherwise finally settled;
•: the waiting periods and approvals applicable to the consummation of the combination under the HSR Act, European Union Merger Regulation and the Turkish competition law having expired, been terminated or been obtained, as applicable, in each case without the imposition of a burdensome condition (as defined below in the section entitled "Combination Agreement—Further Action; Efforts—Regulatory Approvals");
•: CFIUS having concluded all action under any review or investigation under the DPA, having determined that the combination does not constitute a "covered transaction" pursuant to the DPA or that there are no unresolved national security concerns, or the President of the United

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States of America shall have determined not to take action authorized by the DPA with respect to the combination;

•: the effectiveness of New CF's registration statement (of which this document forms a part) under the U.S. Securities Act of 1933, as amended, which is referred to in this document as the Securities Act, and the absence of any stop order with respect to such registration statement;
•: the NYSE's authorization to list the New CF ordinary shares on such exchange;
•: the absence of any judgment, order or injunction by any governmental body or any applicable law that prohibits or makes illegal the consummation of the combination;
•: no action or proceeding having been commenced by any governmental body and be pending against New CF, CF Holdings or OCI seeking to restrain, or to obtain any material damages or other material remedy in connection with, the combination; provided that this condition, to the extent it relates to any action or proceeding by any antitrust authority or relating to any antitrust law, will be deemed to be satisfied unless the restraint, damages or remedy sought by the applicable governmental body constitutes a burdensome condition;
•: certain representations and warranties of New CF contained in the combination agreement being true and correct in all material respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of New CF contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct as of the date of the combination agreement and as of the closing date as though made at the closing date, except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of New CF or MergerCo to consummate the combination;
•: the performance in all material respects by New CF of agreements and covenants in the combination agreement that are required to be performed by it at or prior to the closing;
•: the absence of (i) any change in law, official interpretation thereof, or officially proposed action by the United States Internal Revenue Service or United States Department of Treasury, other than those rules described in Notice 2015-79 issued by the Department of the Treasury and Internal Revenue Service on November 19, 2015, (whether or not yet approved or effective) with respect to subject matters covered by Code Section 7874 or (ii) passage of any bill that would implement a change in applicable laws by either the United States House of Representatives or the United States Senate with respect to subject matters covered by Code Section 7874, that, in either of case (i) or (ii), if finalized and made effective, in the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, which is referred to in this document as Skadden, or Cleary Gottlieb Steen & Hamilton LLP, which is referred to in this document as Cleary, (A) would reasonably be expected to cause New CF to be treated as a U.S. domestic corporation for U.S. federal tax purposes or (B) would cause New CF to fail to qualify for relevant benefits of the Convention Between the United States of America and the Kingdom of the Netherlands for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, as amended, which is referred to as the U.S.-Netherlands Tax Treaty; and
•: the completion in all material respects of certain internal restructuring steps in accordance with the terms and provisions of the combination agreement.

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The following additional conditions must be satisfied (or waived by CF Holdings) before CF Holdings is obligated to complete the combination:

•: certain representations and warranties of OCI contained in the combination agreement being true and correct in all respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of OCI contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct in all material respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of OCI contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct as of the date of the combination agreement and as of the closing date as though made at the closing date, except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had an OCI material adverse effect (as defined under the heading "Combination Agreement—Definition of Material Adverse Effect");
•: the performance in all material respects by OCI of agreements and covenants in the combination agreement that are required to be performed by it at or prior to the closing;
•: no OCI material adverse effect having occurred since the date of the combination agreement;
•: the receipt by CF Holdings from Skadden of an opinion dated as of the closing date to the effect that Section 7874 of the Code (or any other U.S. tax laws), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance, should not apply in such a manner so as to cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes from and after the closing date;
•: the receipt by CF Holdings from Skadden of an opinion dated as of the closing date to the effect that New CF should qualify for relevant benefits of the U.S.-Netherlands Tax Treaty;
•: the receipt by CF Holdings of certain consents as set forth in the confidential disclosure letter delivered by OCI;
•: the net indebtedness of the purchased companies and their subsidiaries (excluding any net indebtedness of Firewater One and its subsidiaries) as of immediately prior to the closing being not greater than $2.2 billion; and
•: the receipt by the OCI board from Rothschild Inc. of a customary "solvency" opinion in form and substance reasonably satisfactory to the CF Holdings board.

The following additional conditions must be satisfied (or waived by OCI) before OCI is obligated to complete the combination:

•: certain representations and warranties of CF Holdings contained in the combination agreement being true and correct in all respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of CF Holdings contained in the combination agreement being true and correct in all material respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of CF Holdings contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or

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limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct as of the date of the combination agreement and as of the closing date as though made at the closing date, except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had a CF Holdings material adverse effect (as defined under the heading "Combination Agreement—Definition of Material Adverse Effect");

•: the performance in all material respects by CF Holdings of agreements and covenants in the combination agreement that are required to be performed by it at or prior to the closing;
•: no CF Holdings material adverse effect having occurred since the date of the combination agreement; and
•: the receipt by OCI from Cleary of an opinion dated as of the closing date to the effect that, for U.S. federal income tax purposes, the separation should be treated as a reorganization within the meaning of Section 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code.

Conditions to Closing of the Natgasoline Joint Venture (page 174)

The consummation of the Natgasoline joint venture is subject to the fulfillment or waiver of a number of conditions that are separate from the conditions to the closing of the combination, including, among others, that Natgasoline will have:

•: secured sufficient project financing;
•: entered agreements for methanol transport vehicles;
•: amended the engineering, procurement and construction contract relating to the Natgasoline project with Orascom E&C USA Inc.;
•: entered into an operations and maintenance agreement with CF Holdings or an affiliate of CF Holdings;
•: entered into a natural gas transportation agreement and a terminal, pipeline and connection agreement; and
•: obtained required consents and approvals.

If the conditions to the consummation of the merger and the separation are satisfied or waived, but the additional conditions to the Natgasoline joint venture are not satisfied or waived, CF Holdings may by written notice to OCI elect that the combination be effected without the consummation of the Natgasoline joint venture, in which case (i) OCI will retain 100% of its interest in Firewater One and the Natgasoline project, (ii) CF Holdings will not pay the $517.5 million to OCI and (iii) CF Holdings will combine with the rest of the ENA business. As of December 23, 2015, the additional conditions to the Natgasoline joint venture had not yet been satisfied.

Termination of the Combination Agreement (page 179)

CF Holdings and OCI may terminate the combination agreement (A) by mutual written consent; (B) if the closing has not occurred on or before August 6, 2016 (although either CF Holdings or OCI may elect to extend such end date one or more times to a date no later than November 6, 2016 if certain conditions to the closing have been satisfied or are then capable of satisfaction); (C) if a governmental body has issued a final and nonappealable order or law prohibiting the transactions contemplated by the combination agreement; (D) if the required vote of CF Holdings' shareholders is not obtained; (E) if the required vote of OCI's shareholders is not obtained; (F) due to material breaches of the other party's representations, warranties, covenants or obligations; or (G) if there has

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been (i) any change in law, official interpretation thereof, or officially proposed action by the United States Internal Revenue Service or United States Department of Treasury, other than those rules described in Notice 2015-79 issued by the Department of the Treasury and Internal Revenue Service on November 19, 2015, (whether or not yet approved or effective) with respect to subject matters covered by Code Section 7874 or (ii) passage of any bill that would implement a change in applicable laws by either the United States House of Representatives or the United States Senate with respect to subject matters covered by Code Section 7874, that, in either of case (i) or (ii), if finalized and made effective, in the opinion of Skadden or Cleary, (a) would reasonably be expected to cause New CF to be treated as a U.S. domestic corporation for U.S. federal tax purposes or (b) would cause New CF to fail to qualify for relevant benefits of the U.S.-Netherlands Tax Treaty.

CF Holdings may terminate the combination agreement (A) prior to the receipt of the approval of the OCI shareholders, if (i) the OCI board has failed to include in the notice of the OCI meeting its recommendation that OCI shareholders approve the combination, (ii) the OCI board has made an adverse recommendation change (as defined under the heading "Combination Agreement—No Solicitation; Change of Board Recommendation—Superior Proposals; Fiduciary Out"), (iii) in the event that a public offer that constitutes an acquisition proposal (as defined under the heading "Combination Agreement—No Solicitation; Change of Board Recommendation—Mutual No Solicitation Restriction") for OCI will have been commenced and OCI will not have published its position statement (including a recommendation rejecting such public offer) pursuant to article 18(2) of the Dutch decree on public takeovers within ten business days after such public offer is first published or sent or subsequently amended in any material respect, a statement recommending that shareholders reject such public offer and affirming the OCI board recommendation, or (iv) OCI has in any material respect violated its material non solicitation obligations under the combination agreement; and (B) at any time if the closing conditions that (i) CF Holdings has received from Skadden an opinion dated as of the closing date to the effect that Section 7874 of the Code should not apply in such a manner so as to cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes from and after the closing or (ii) CF Holdings has received from Skadden an opinion dated as of the closing date to the effect that New CF should qualify for relevant benefits of the U.S.-Netherlands Tax Treaty are incapable of being satisfied.

OCI may terminate the combination agreement (A) prior to the receipt of the approval of the CF Holdings shareholders, if (i) the CF Holdings board has failed to include in the proxy statement its recommendation that CF Holdings shareholders adopt the combination agreement and approve the merger, (ii) the CF Holdings board has made an adverse recommendation change, (iii) in the event that a tender offer or exchange offer that constitutes an acquisition proposal for CF Holdings will have been commenced by a person unaffiliated with OCI and CF Holdings will not have published, sent or given to its shareholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten business day period (as specified in Rule 14e-2 under the Exchange Act) after such tender offer or exchange offer is first published or sent or subsequently amended in any material respect, a statement recommending that shareholders reject such tender offer or exchange offer and affirming the CF Holdings board recommendation, or (iv) CF Holdings has violated in any material respect its material non-solicitation obligations under the combination agreement; or (B) at any time if the closing condition that OCI has received from Cleary an opinion dated as of the closing date to the effect that for U.S. federal income tax purposes, the separation should be treated as a reorganization within the meaning of Section 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code from and after the closing is incapable of being satisfied.

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Termination Fees (page 181)

In the event that the combination agreement is terminated under specified circumstances, including either party's acceptance of a superior proposal (as defined under the heading "Combination Agreement—No Solicitation; Change of Board Recommendation—Superior Proposals; Fiduciary Out") and an adverse recommendation change, CF Holdings or OCI, as applicable, would be obligated to pay a $150 million termination fee to the other party. If the combination agreement is terminated because a party fails to obtain its required shareholder approval, that party is obligated to reimburse the other party's expenses up to a cap of $30 million. In the event that CF Holdings or OCI, as applicable, is required to pay a termination fee after the party has reimbursed the other party's expenses as described in the immediately preceding sentence, the termination fee that is payable will be reduced by the amount of such expenses previously paid.

In addition, CF Holdings has agreed to pay OCI $150 million if the combination agreement is terminated in certain circumstances if certain regulatory approvals are not obtained.

Shareholders' Agreement (page 185)

New CF is party to an amended and restated shareholders' agreement, dated December 20, 2015, which is referred to in this document as the shareholders' agreement, between New CF, OCI, Capricorn Capital B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, which is referred to in this document as Capricorn, Leo Capital B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, which is referred to in this document as Leo, and Aquarius Investments B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands which is referred to in this document as Aquarius. We sometimes refer in this document to each of Capricorn, Leo and Aquarius as an S shareholder and collectively as the S shareholders. From and after the effective time of the merger until the first anniversary of the date on which the S shareholders, in the aggregate, cease to beneficially own voting securities representing at least 5% of the total outstanding voting securities of New CF, the S shareholders and each of their affiliates and their representatives will be subject to certain "standstill" restrictions and certain transfer restrictions on their New CF ordinary shares.

Irrevocable Undertakings (page 195)

In connection with the combination, CF Holdings and OCI have entered into an irrevocable undertaking with each of Capricorn, Leo and Aquarius, and in the case of Capricorn's irrevocable undertaking, as amended. Pursuant to each irrevocable undertaking, each S shareholder will vote, or cause to be voted, in favor of resolutions that are necessary to approve the combination and not take any action which would reasonably be expected to prejudice or frustrate successful consummation of the combination. Collectively, Capricorn, Leo and Aquarius own approximately 51.7% of OCI as of November 30, 2015.

Description of Certain Indebtedness (page 197)

OCI Convertible Bonds

The combination agreement contemplates that New CF would be substituted for OCI as the issuer of the convertible bonds, in accordance with the terms and conditions governing the convertible bonds, to the extent that any convertible bonds remain outstanding upon consummation of the combination.

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Iowa Fertilizer Company LLC Loan from the Iowa Finance Authority

Iowa Fertilizer Company LLC, which is referred to in this document as IFCo, an indirect subsidiary of OCI that is developing a nitrogen fertilizer and industrial chemical production facility in Wever, Iowa, which is referred to in this document as the Wever facility, will become an indirect wholly-owned subsidiary of New CF upon consummation of the combination. IFCo's outstanding indebtedness includes a loan from the Iowa Finance Authority with a carrying value of $1.1732 billion as of June 30, 2015, a public instrumentality and agency of the State of Iowa, obtained for the financing or refinancing of a portion of the costs and expenses incurred in connection with the design, construction, commissioning and financing of the Wever facility.

U.S. Federal Income Tax Consequences Relating to the Combination (page 204)

U.S. Federal Income Tax Consequences to U.S. Holders of OCI Ordinary Shares

The separation is intended to qualify as a tax-free transaction to holders of OCI ordinary shares for U.S. federal income tax purposes. The completion of the separation is conditioned upon the receipt by OCI of an opinion of Cleary to the effect that the separation should qualify as a tax-free transaction to holders of OCI ordinary shares for U.S. federal income tax purposes.

Provided that the separation so qualifies as a tax-free transaction for U.S. federal income tax purposes, no taxable income, gain or loss will be recognized by holders of OCI ordinary shares upon the receipt of New CF ordinary shares in the separation (except with respect to the receipt of cash in lieu of fractional New CF ordinary shares). A U.S. holder of OCI ordinary shares that receives New CF ordinary shares in the separation will be required to allocate the aggregate tax basis of the OCI ordinary shares that the U.S. holder held immediately before the separation between such shares and the New CF ordinary shares that the U.S. holder receives in the separation in proportion to their respective fair market values. Information regarding the determination of a U.S. holder's tax basis in its OCI ordinary shares and New CF ordinary shares, including information regarding the fair market values of OCI ordinary shares and New CF ordinary shares as of the date of the separation, will be made available on OCI's website within 45 days following the date of the separation in accordance with applicable regulations of the U.S. Department of the Treasury.

For more information regarding the potential tax consequences to you of the separation, see the section entitled "U.S. Federal Income Tax Consequences Relating to the Combination—U.S. Federal Income Tax Consequences of the Separation."

U.S. Federal Income Tax Consequences to Holders of CF Holdings Common Stock

The receipt of New CF ordinary shares in exchange for CF Holdings common stock pursuant to the combination will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder of CF Holdings common stock will generally recognize taxable gain or loss equal to the difference between (1) the holder's adjusted tax basis in the CF Holdings common stock surrendered in the exchange and (2) the fair market value of the New CF ordinary shares received as consideration in the combination.

In certain circumstances, Section 304 of the Code could cause a holder of CF Holdings common stock whose percentage interest in New CF after the proposed transaction and related purchases or sales is greater than or equal to such holder's percentage interest in CF Holdings immediately before the combination (for example, as a result of having a higher percentage ownership in OCI before the combination than in CF Holdings) to be treated as receiving a dividend up to the fair market value of the New CF ordinary shares issued in the combination, regardless of such holder's gain or loss on its CF Holdings common stock.

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See the section entitled "U.S. Federal Income Tax Consequences Relating to the Combination—U.S. Federal Income Tax Consequences of the Merger" of this document for more information.

Netherlands Tax Consequences of the Separation (page 216)

OCI may be required to withhold Netherlands dividend tax at a rate of 15% in relation to the distribution of the New CF ordinary shares to its shareholders. Such a withholding obligation exists to the extent that the aggregate fair market value of the distributed New CF ordinary shares at the time of the distribution exceeds the lower of (i) the amount of the reduction of the aggregate nominal value of the OCI shares as resolved in advance by the general meeting of the shareholders of OCI, and (ii) the recognised capital of OCI for Netherlands dividend tax purposes.

Such withholding generally applies to all OCI shareholders, resident in the Netherlands or in any other country, unless a specific exemption from or reduction of dividend tax applies. Whether a specific exemption from or reduction of dividend tax applies pursuant to Netherlands tax law or a treaty for the avoidance of double taxation is assessed per shareholder that is known to OCI.

To the extent that Netherlands dividend tax is required to be withheld by OCI in relation to the distribution, OCI has decided that the Netherlands dividend tax will be borne by OCI. Since OCI will bear any Netherlands dividend tax in relation to the distribution (instead of the holders of OCI ordinary shares) OCI will need to make the Netherlands dividend tax payment on a grossed-up basis resulting in a 17.65% rate.

See the section entitled "Netherlands Tax Consequences Relating to the Combination" of this document for more information.

Netherlands Tax Consequences of the Holding, Redemption and Disposal of New CF Ordinary Shares after the Combination

New CF is generally required to withhold Netherlands dividend tax at a rate of 15% on dividends distributed by it. A holder of New CF ordinary shares that is resident in the Netherlands is generally entitled to an exemption or a full credit for any Netherlands dividend tax against its Netherlands corporate income tax liability and to a refund of any residual Netherlands dividend tax. A holder of New CF ordinary shares that is resident in a country other than the Netherlands, may under certain circumstances be entitled to exemptions from, reduction of or refunds of, Netherlands dividend tax pursuant to Netherlands domestic law or treaties for avoidance of double taxation.

Income derived from and gains realised upon the disposal of New CF ordinary shares by a corporate holder of New CF ordinary shares that is a resident of the Netherlands is generally taxable in the Netherlands (at up to a maximum statutory rate of 25%). Income derived from and gains realised upon the disposal of New CF ordinary shares by an individual that is a resident of the Netherlands, is under certain circumstances, taxable at the progressive statutory rates (at up to a maximum rate of 52%) or alternately, it is determined on the basis of a deemed return on income from savings and investments, rather than on the basis of income actually received or gains actually realized.

If a holder of New CF ordinary shares is not a resident of the Netherlands, such person is generally not liable for Netherlands corporate income tax or individual income tax in respect of income derived from the New CF ordinary shares and gains realised upon the disposal of the OCI ordinary shares. In certain cases, exceptions may apply.

See the section entitled "Netherlands Tax Consequences of the Holding, Redemption and Disposal of New CF Ordinary Shares after the Combination" of this document for more information.

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Comparison of Rights of Shareholders of CF Holdings, OCI and New CF (page 319)

As a result of the combination, CF Holdings shareholders and OCI shareholders will become holders of New CF ordinary shares and will have different rights as holders of New CF ordinary shares than they had as holders of shares of CF Holdings common stock or will continue to have as OCI shareholders. The differences between the rights of these respective holders result from the differences in the laws of Delaware, the laws of the Netherlands and the respective governing documents of CF Holdings, OCI and New CF.

Selected Historical Financial Data of CF Holdings and New CF

The following selected historical financial data of CF Holdings as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 have been derived from CF Holdings' audited consolidated financial statements and related notes included in CF Holdings' Current Report on Form 8-K filed on December 16, 2015, that are incorporated by reference in this document. The following selected historical financial data of CF Holdings as of December 31, 2012, 2011 and 2010 and for the years ended December 31, 2011 and 2010 have been derived from audited consolidated financial statements of CF Holdings that are not included or incorporated by reference in this document. The following selected historical financial data of CF Holdings as of September 30, 2015 and 2014 and for the nine months ended September 30, 2015 and 2014 have been derived from CF Holdings' unaudited consolidated financial statements and related notes included in CF Holdings' Quarterly Reports on Form 10-Q for the quarters ended September 30, 2015 and 2014 that are incorporated by reference in this document and which, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments, that are necessary for the fair representation of the information for the periods presented.

The selected historical financial data of CF Holdings should be read in conjunction with the audited consolidated financial statements and related notes and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in CF Holdings' Current Report on Form 8-K filed on December 16, 2015, which is incorporated by reference in this document, and with the unaudited consolidated financial statements and related notes and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in CF Holdings' Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2015, which are incorporated by reference in this document. See "Where You Can Find More Information." The selected historical financial data of CF Holdings may not be indicative of the future performance of CF Holdings or New CF. The selected historical financial data of CF Holdings as of September 30, 2015 and for the nine months ended September 30, 2015 may not be indicative of the results that may be expected for the year ending December 31, 2015.

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Financial information has not been presented for New CF because it is a business combination related shell company as defined in Rule 405 under the Securities Act, formed for the purpose of completing the combination.

	Nine months ended September 30,				Year ended December 31,

	2015		2014		2014		2013			2012			2011			2010
					(in millions, except per share amounts)
Statement of Operations Data:
Net sales	$	3,192.5	$	3,526.7	$	4,743.2	$	5,474.7		$	6,104.0		$	6,097.9		$	3,965.0
Cost of sales		1,925.8		2,192.5		2,964.7		2,954.5			2,990.7			3,202.3			2,785.5

Gross margin		1,226.7		1,334.2		1,778.5		2,520.2			3,113.3			2,895.6			1,179.5

Selling, general and administrative expenses		119.6		119.4		151.9		166.0			151.8			130.0			106.1
Transaction costs		37.4		—		—		—			—			—			—
Restructuring and integration costs		—		—		—		—			—			4.4			21.6
Other operating—net		73.7		41.5		53.3		(15.8	)		49.1			20.9			166.7

Total other operating costs and expenses		230.7		160.9		205.2		150.2			200.9			155.3			294.4
Gain on sale of phosphate business		—		747.1		750.1		—			—			—			—
Equity in earnings of operating affiliates		20.0		27.3		43.1		41.7			47.0			50.2			10.6

Operating earnings		1,056.0		1,947.7		2,366.5		2,411.7			2,959.4			2,790.5			895.7
Interest expense (income)—net		92.0		136.4		177.3		147.5			131.0			145.5			219.8
Loss on extinguishment of debt		—		—		—		—			—			—			17.0
Other non-operating—net		4.7		0.5		1.9		54.5			(1.1	)		(0.6	)		(28.8	)

Earnings before income taxes and equity in earnings of non-operating affiliates		959.3		1,810.8		2,187.3		2,209.7			2,829.5			2,645.6			687.7
Income tax provision		333.5		640.9		773.0		686.5			964.2			926.5			273.7
Equity in earnings of non-operating affiliates—net of taxes		72.3		15.8		22.5		9.6			58.1			41.9			26.7

Net earnings		698.1		1,185.7		1,436.8		1,532.8			1,923.4			1,761.0			440.7
Less: Net earnings attributable to noncontrolling interest		24.7		33.7		46.5		68.2			74.7			221.8			91.5

Net earnings attributable to common shareholders	$	673.4	$	1,152.0	$	1,390.3	$	1,464.6		$	1,848.7		$	1,539.2		$	349.2



Cash dividends declared per common share(1)	$	0.90	$	0.70	$	1.00	$	0.44		$	0.32		$	0.20		$	0.08

(1): Per share amounts have been retroactively restated for all prior periods presented to reflect the five-for-one split of CF Holdings' common stock effected in the form of a stock dividend that was distributed on June 17, 2015.

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	Nine months ended September 30,				Year ended December 31,

	2015		2014		2014		2013		2012		2011		2010
					(in millions, except per share amounts)
Share and per Share Data:
Net earnings per share attributable to common shareholders(1):
Basic	$	2.85	$	4.45	$	5.43	$	4.97	$	5.79	$	4.44	$	1.08
Diluted		2.84		4.43		5.42		4.95		5.72		4.40		1.07
Weighted-average common shares outstanding(1):
Basic		236.0		259.0		255.9		294.4		319.3		347.0		323.3
Diluted		236.9		259.9		256.7		296.0		323.3		350.2		327.1

(1): Shares and per share amounts have been retroactively restated for all prior periods presented to reflect the five-for-one split of CF Holdings' common stock effected in the form of a stock dividend that was distributed on June 17, 2015.

	Nine months ended September 30,				Year ended December 31,

	2015		2014		2014		2013		2012		2011		2010
					(in millions, except per share amounts)
Other Financial Data:
Depreciation, depletion and amortization	$	348.0	$	298.5	$	392.5	$	410.6	$	419.8	$	416.2	$	394.8
Capital expenditures		1,791.3		1,272.7		1,808.5		823.8		523.5		247.2		258.1

	September 30,				Year ended December 31,

	2015		2014		2014		2013		2012		2011		2010
	(in millions)
Balance Sheet Data:
Cash and cash equivalents	$	943.2	$	2,651.2	$	1,996.6	$	1,710.8	$	2,274.9	$	1,207.0	$	797.7
Short-term investments		—		—		—		—		—		—		3.1
Total assets		12,869.8		11,659.8		11,338.2		10,678.1		10,166.9		8,974.5		8,758.5
Customer advances		381.9		460.8		325.4		120.6		380.7		257.2		431.5
Total debt		5,592.6		4,592.4		4,592.5		3,098.1		1,605.0		1,617.8		1,959.0
Total equity		4,467.5		4,855.3		4,572.5		5,438.4		6,282.2		4,932.9		4,433.4

Selected Historical Financial Data of the ENA Business

The following selected historical financial data of the ENA business as of and for the years ended December 31, 2014 and 2013 have been derived from the ENA business' Combined Carve-out Financial Statements and related notes that are included elsewhere in this document. The following selected historical financial data of the ENA business as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 have been derived from the ENA business' Unaudited Condensed Combined Interim Carve-out Financial Statements and related notes that are included elsewhere in this document and which, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments, that are necessary for the fair representation of the information for the periods presented. The ENA business has applied IFRS 1, "First-Time Adoption of International Financial Reporting Standards" ("IFRS 1"), in its adoption of IFRS. The transition date is January 1, 2013 and as such none of the combined financial statements for the periods prior to January 1, 2013 are audited or included in this document.

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The selected historical financial data of the ENA business as of and for the year ended December 31, 2012 are unaudited and have been derived from the historical financial information of the legal entities comprising the ENA business. Such financial data is not prepared on the same basis as the Combined Carve-out Financial Statements of the ENA business and is therefore not directly comparable to the information in those financial statements.

The selected historical financial data of the ENA business should be read in conjunction with the ENA business' Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business" and "Summary—Selected Unaudited Pro Forma Condensed Combined Financial Information" contained elsewhere in this document. The selected historical financial data of the ENA business may not be indicative of the future performance of the ENA business or New CF. The selected historical financial data of the ENA business as of and for the six months ended June 30, 2015 may not be indicative of the results that may be expected for the year ending December 31, 2015.

The financial information of the ENA business presented in this document represents the combined financial information of those subsidiaries of OCI through which OCI conducts its European, North American and global distribution businesses. The historical financial position, results of operations and cash flows of the ENA business may be different from those that would have resulted had the ENA business been operated as a stand-alone company, or those that might actually be contributed as of the transaction date.

Because the ENA business' Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements and related notes included in this document are the ENA business' first combined financial statements prepared in accordance with International Financial Reporting Standards, which is referred to in this document as IFRS, as issued by the International Accounting Standards Board, which is referred to in this document as IASB, this document, in accordance with the relief provided under SEC rules in respect of first-time adoption of IFRS as issued by the IASB, includes such financial statements and annual selected historical financial data of the ENA business only for the two most recent financial years.

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Our financial data for the years ended December 31, 2011 and 2010 have been omitted from this document because they are not available without unreasonable effort and expense. We believe the omission of the financial data for the years ended December 31, 2011 and 2010 does not have a material impact on the understanding of our financial performance and related trends.

	For the Six Months Ended June 30,						For the Years Ended December 31,

	2015			2014			2014			2013			2012
	(in millions)
Statements of Profit or Loss Data:
Revenue, net		875.3			1,155.4			2,266.6			2,145.0			2,010.1
Cost of sales		(693.0	)		(953.4	)		(1,825.2	)		(1,696.1	)		(1,646.7	)

Gross profit		182.3			202.0			441.4			448.9			363.4
Other income		2.2			10.8			7.6			8.1			17.4
Selling, general and administrative expenses		(80.8	)		(86.6	)		(168.4	)		(153.5	)		(78.8	)
Other expenses		(5.0	)		—			(6.4	)		(36.3	)		(21.4	)

Operating profit		98.7			126.2			274.2			267.2			280.6
Finance income		10.2			16.3			34.0			25.8			20.0
Finance cost		(11.9	)		(26.7	)		(47.4	)		(63.9	)		(50.6	)

Net finance cost		(1.7	)		(10.4	)		(13.4	)		(38.1	)		(30.6	)
Income from equity accounted investees (net of tax)		1.8			4.6			4.6			7.2			(10.6	)

Profit before income tax		98.8			120.4			265.4			236.3			239.4
Income tax		(12.3	)		(28.8	)		(54.6	)		(68.4	)		(64.4	)

Net profit		86.5			91.6			210.8			167.9			175.0

	For the Six Months Ended June 30,				For the Years Ended December 31,

	2015		2014		2014		2013		2012
	(in millions)
Other Financial Data:
Depreciation and amortization		49.4		45.7		98.7		95.8		71.9
Capital expenditures		628.4		459.0		1,139.0		787.2		286.5

	As of

	June 30,		December 31,
	2015		2014		2013		2012
	(in millions)
Statements of Financial Position Data:
Cash and cash equivalents		355.7		595.0		1,464.7		100.0
Total assets		4,305.9		4,013.4		4,376.8		3,145.0
Current loans and borrowings, excluding related party loans		147.9		67.2		69.3		1,379.7
Non-current loans and borrowings, excluding related party loans		1,901.4		1,940.4		2,064.9		551.2
Total loans and borrowings, excluding related party loans		2,049.3		2,007.6		2,134.2		1,930.9

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Selected Unaudited Pro Forma Condensed Combined Financial Information

The following selected unaudited pro forma condensed combined financial information of New CF, referred to in this section as the selected pro forma financial information, is presented to illustrate the effects of the following, which are referred to in this section as the pro forma transactions:

•: the combination, including the Natgasoline joint venture, and related financing transactions;
•: CF Holdings' acquisition on July 31, 2015 of the 50% equity interest in CF Fertilisers UK Group Limited (f/k/a GrowHow UK Group Limited), which is referred to in this document as CF Fertilisers, not already owned by CF Holdings;
•: CF Holdings' proposed strategic venture, which is referred to in this document as the CHS strategic venture, with CHS Inc., which is referred to in this document as CHS, described in note 1 to the unaudited pro forma condensed combined financial information of New CF appearing in "Unaudited Pro Forma Condensed Combined Financial Information" and expected to take effect in the first quarter of 2016;
•: the disposition of CF Holdings' phosphate business, which was completed in March 2014; and
•: the issuance by CF Industries, Inc., which is referred to in this document as CF Industries, of $1.0 billion principal amount of senior notes in September 2015.

The selected pro forma financial information includes selected unaudited pro forma condensed combined balance sheet information as of September 30, 2015, referred to in this section as the selected pro forma balance sheet information, and selected unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015, referred to in this section as the selected pro forma income statement information.

The selected pro forma income statement information gives effect to the pro forma transactions as if the pro forma transactions had been completed on January 1, 2014. The selected pro forma balance sheet information gives effect to the pro forma transactions other than the disposition of CF Holdings' phosphate business and the senior notes issuance by CF Industries as if such transactions had been completed on September 30, 2015. The completion of the disposition of CF Holdings' phosphate business and the senior notes issuance by CF Industries occurred before September 30, 2015 and, accordingly, those pro forma transactions are reflected in the historical unaudited consolidated balance sheet of CF Holdings as of September 30, 2015.

The selected pro forma financial information is based upon the historical audited and unaudited consolidated financial statements of CF Holdings and the combined carve-out financial statements and unaudited condensed combined interim carve-out financial statements of the ENA business. The pro forma financial information should be read in conjunction with the more-detailed unaudited pro forma condensed combined financial information of New CF and the related notes thereto, referred to in this section as the notes to the pro forma financial information, appearing in "Unaudited Pro Forma Condensed Combined Financial Information," the historical audited and unaudited consolidated financial statements of CF Holdings that are incorporated by reference in this document and the historical Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements of the ENA business appearing elsewhere in this document. The pro forma financial information should also be read in conjunction with the section entitled "Management's

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Discussion and Analysis of Financial Condition and Results of Operations" contained in CF Holdings' Current Report on Form 8-K filed on December 16, 2015, which is incorporated by reference in this document, with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in CF Holdings' Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2015, which are incorporated by reference in this document, and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business" contained elsewhere in this document. See "Where You Can Find More Information" regarding information incorporated by reference in this document.

The pro forma adjustments reflected in the selected pro forma financial information are preliminary and are based upon available information and certain assumptions described in the notes to the pro forma financial information that management believes are reasonable under the circumstances. Actual results may differ materially from such assumptions. The selected pro forma financial information is not necessarily indicative of the combined financial position or results of operations that would have been realized had the pro forma transactions occurred as of the dates indicated. The selected pro forma financial information is not meant to be indicative of any anticipated combined financial position or future results of operations that New CF will experience after the pro forma transactions occur.

	Nine Months Ended September 30, 2015		Year Ended December 31, 2014

	(in millions, except per share amounts)
Selected Pro Forma Income Statement Information
Net sales	$	4,734.6	$	7,156.3
Net earnings attributable to common stockholders		627.6		955.9
Net earnings per share attributable to common stockholders:
Basic		1.96		2.81
Diluted		1.87		2.68
Dividends declared per common share		0.90		1.00

	Nine Months Ended September 30, 2015

	(in millions)
Selected Pro Forma Balance Sheet Information
Total assets	$	22,781.8
Long-term debt(1)		7,286.4
Total equity		10,815.2

(1): Includes current portion of long-term debt in the amount of $30.4 million, which is reflected in short-term debt and current portion of long-term debt on the New CF unaudited pro forma condensed combined balance sheet that appears in "Unaudited Pro Forma Condensed Combined Financial Information."

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Unaudited Comparative Per Share Data

The following table sets forth selected historical share information of CF Holdings and unaudited pro forma share information of New CF after giving effect to the combination. Per share information for the ENA business is not presented because the ENA business is composed of a collection of different businesses that have not historically been held by a single entity separate from other businesses of OCI, as reflected by the combined financial statements of the ENA business being prepared on a carve-out basis. The closing price of CF Holdings common stock on the NYSE on August 5, 2015, the last trading day prior to public announcement of the parties' entry into the combination agreement, was $61.62 per share.

You should read this information in conjunction with the selected historical financial data, the unaudited pro forma condensed combined financial information, "Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business" and the combined carve-out financial statements of the ENA business, which are included in this document; the historical consolidated financial statements of CF Holdings are incorporated by reference in this document; and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in CF Holdings' Current Report on Form 8-K filed on December 16, 2015, and CF Holdings' Quarterly Report Form 10-Q for the quarter ended September 30, 2015, which are incorporated by reference in this document. See "Where You Can Find More Information" beginning on page 353 of this document for more information.

	Nine Months Ended September 30, 2015		Year Ended December 31, 2014

CF Holdings Historical Data per Common Share
Net earnings per share attributable to common stockholders:
Basic	$	2.85	$	5.43
Diluted	$	2.84	$	5.42
Dividends declared per common share	$	0.90	$	1.00
Book value per common share(1)	$	17.64	$	17.42

	Nine Months Ended September 30, 2015		Year Ended December 31, 2014

New CF Unaudited Pro Forma Data per Common Share
Net earnings per share attributable to common stockholders:
Basic	$	1.96	$	2.81
Diluted	$	1.87	$	2.68
Dividends declared per common share(2)	$	0.90	$	1.00
Book value per common share(1)(3)	$	23.77		N/A

(1): Calculated as total stockholders' equity divided by common shares outstanding.
(2): Same as CF Holdings historical as there has been no change in dividend policy.
(3): Pro forma book value per share is not meaningful as of December 31, 2014, as the pro forma balance sheet assumes the combination was consummated on September 30, 2015.

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RISK FACTORS

In considering whether to vote in favor of the proposals in connection with the combination, you should consider carefully the following risk factors in addition to the other information contained in or incorporated by reference into this document, including the matters addressed under the caption "Cautionary Statement Concerning Forward-Looking Statements." Holders of OCI ordinary shares should, in addition to considering the below risk factors relating to the combination, ownership of New CF ordinary shares and New CF, also consider the risk factors associated with OCI following the combination described under the caption "—Risk Factors Relating to OCI Following the Combination."

Risk Factors Relating to the Combination

The number of New CF ordinary shares to be issued in the combination will not be determined until the closing of the combination and the value of the New CF ordinary shares to be issued in the combination will fluctuate.

Upon completion of the combination, CF Holdings shareholders will be entitled to receive one New CF ordinary share for each share of CF Holdings common stock that they own. The exchange ratio will not be adjusted to reflect any changes in the market value of CF Holdings common stock or OCI ordinary shares. In addition, because the number of New CF ordinary shares that will be issued in respect of any portion of the additional consideration paid in New CF ordinary shares will not be determined until the closing of the combination, the total number of New CF ordinary shares issued in the combination and the aggregate portion of such shares to be issued to the CF Holdings shareholders also will not be determined until the closing of the combination, and CF Holdings shareholders' interest in New CF may be diluted by the issuance of New CF ordinary shares as additional consideration.

OCI shareholders, on the other hand, will receive a pro rata distribution of an amount of New CF ordinary shares, as determined in OCI's reasonable discretion in accordance with the terms of the combination agreement, but not less than 80% of the sum of the base share consideration plus the portion of the additional consideration paid in New CF ordinary shares. The amount of additional consideration, if any, paid in the form of New CF ordinary shares is subject to CF Holdings' good faith determination, after prior consultation with OCI, that it is reasonably necessary to pay such portion of additional consideration in the form of New CF ordinary shares in order to satisfy the conditions to closing set forth in the combination agreement and maintain the investment grade rating of New CF's outstanding indebtedness. The number of New CF ordinary shares that will be issued in respect of any portion of the additional consideration paid in New CF ordinary shares will be determined by reference to the value of CF Holdings common stock at the time of closing. Because the number of New CF ordinary shares included in the distribution is dependent upon OCI's discretion and the number of New CF ordinary shares issued as additional consideration, the amount of New CF ordinary shares that OCI shareholders will receive in the distribution is not yet known and will not be determined until the closing of the combination.

In addition, the market value of the New CF ordinary shares that shareholders of CF Holdings and OCI and its shareholders will receive when the combination is completed could vary significantly, due to changes in the market value of the CF Holdings common stock or OCI ordinary shares (to the extent such change results from a change in the prospects or value of the ENA business), from the date the combination agreement was entered into, the date of this document, the date of the CF Holdings special meeting or the date of the extraordinary general meeting of the shareholders of OCI. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of CF Holdings or the ENA business, market assessments of the likelihood that the combination will be completed, the timing of the combination, regulatory considerations, general

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market and economic conditions and other factors. Shareholders are urged to obtain current market quotations for shares of CF Holdings common stock and OCI ordinary shares.

Any changes to the tax laws or relevant facts may jeopardize or delay the combination.

Each of CF Holdings' and OCI's respective obligations to consummate the combination is subject to a condition that there shall have been no (i) change in law, official interpretation thereof, or officially proposed action by the United States Internal Revenue Service or United States Department of Treasury, other than those rules described in Notice 2015-79 issued by the Department of the Treasury and Internal Revenue Service on November 19, 2015, (whether or not yet approved or effective) with respect to subject matters covered by Code Section 7874 or (ii) passage of any bill that would implement a change in applicable laws by either the United States House of Representatives or the United States Senate with respect to subject matters covered by Code Section 7874, that, in either of case (i) or (ii), if finalized and made effective, in the opinion of Skadden or Cleary, (A) would reasonably be expected to cause New CF to be treated as a U.S. domestic corporation for U.S. federal tax purposes or (B) would cause New CF to fail to qualify for relevant benefits of the U.S.-Netherlands Tax Treaty. In addition, CF Holdings' obligations to consummate the combination are subject to a condition that CF Holdings shall have received from Skadden (i) an opinion dated as of the closing date to the effect that Section 7874 of the Code (or any other U.S. tax laws), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance, should not apply in such a manner so as to cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes from and after the closing date and (ii) an opinion dated as of the closing date to the effect that New CF should qualify for relevant benefits of the U.S.-Netherlands Tax Treaty. OCI's obligations to consummate the combination are subject to a condition that OCI shall have received from Cleary an opinion dated as of the closing date to the effect that, for U.S. federal income tax purposes, the separation should be treated as a reorganization within the meaning of Section 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code. In the event that one or more of the above conditions are not satisfied, the relevant party (or if applicable, each party) will determine, based on the facts and circumstances existing at the applicable time, whether to invoke the applicable condition and not consummate the combination or waive the condition and consummate the combination (assuming the other closing conditions are satisfied or waived). Accordingly, any changes in applicable tax laws, regulations or the underlying facts before the closing date could jeopardize or delay the combination and/or have a material adverse effect on New CF's business, financial condition, results of operations, cash flows, and/or share price.

Governmental or regulatory actions could delay the transactions contemplated by the combination agreement or result in the imposition of conditions that reduce the anticipated benefits from the combination or cause the parties to abandon the combination.

Conditions to closing the combination include the clearance and approval under the rules of the antitrust and competition law authorities, clearance by CFIUS and that there is no judgment, temporary restraining order, preliminary or permanent injunction, ruling, determination, decision, opinion or comparable judicial or regulatory action of a governmental body in effect that prohibits the combination. At any time before or after the completion of the merger, and notwithstanding the termination of applicable waiting periods, the Antitrust Division and the FTC or any state Attorney General could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin the combination, before or after it is completed. CF Holdings and OCI may not prevail and may incur significant costs in defending or settling any action under the antitrust and competition laws. CF Holdings has agreed to

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pay OCI $150 million if the combination agreement is terminated in certain circumstances if certain regulatory approvals are not obtained.

CF Holdings and the ENA business are subject to business uncertainties and contractual restrictions while the proposed combination is pending, which could adversely affect each party's business and operations.

In connection with the pending combination, it is possible that some customers, suppliers and other persons with whom CF Holdings or the ENA business have business relationships may delay or defer certain business decisions, or might decide to seek to terminate, change or renegotiate their relationship with CF Holdings or the ENA business as a result of the combination, which could negatively affect CF Holdings' and the ENA business' respective revenues and earnings, as well as the market price of CF Holdings common stock or OCI ordinary shares, regardless of whether the combination is completed.

Under the terms of the combination agreement, CF Holdings and the ENA business are subject to certain restrictions on the conduct of their respective businesses prior to the closing, which may adversely affect their ability to execute certain of their respective business strategies. These restrictions, the waiver of which is subject to the consent of CF Holdings or OCI, as applicable (not to be unreasonably withheld), could prevent each party from taking certain actions that may be beneficial to its business, such as making acquisitions, pursuing certain business opportunities or entering into certain financing instruments. Such limitations could negatively affect CF Holdings and/or the ENA business' operations and businesses prior to the closing. For a description of the restrictive covenants, see "Combination Agreement—Conduct of the Business Prior to Closing."

Furthermore, the process of planning to integrate two businesses and organizations for the post-combination period can divert management attention and resources and could ultimately have an adverse effect on each party.

The combination agreement contains provisions that limit the ability of CF Holdings and OCI to pursue alternative transactions to the combination, could discourage potential alternative transactions and/or third-parties from making alternative transaction proposals and could require, in certain circumstances, that CF Holdings or OCI pay a termination fee of $150 million.

Pursuant to the terms of the combination agreement, CF Holdings may be required to pay a termination fee of $150 million if the transactions contemplated by the combination agreement are not consummated because of the occurrence of certain events, including a change to the recommendation of the CF Holdings board of directors with respect to the proposals set forth in this document. Such a fee could be payable even if no other alternative transaction is consummated. Similarly, pursuant to the terms of the combination agreement, OCI may be required to pay a termination fee of $150 million if the transactions contemplated by the combination agreement are not consummated because of the occurrence of certain events, including a change to the recommendation of the OCI board of directors with respect to the proposals set forth in this document. Such a fee could be payable even if no other alternative transaction is consummated. In addition, if the combination agreement is terminated because a party fails to obtain its required shareholder approval, such party is obligated to reimburse the other party's expenses up to a cap of $30 million.

CF Holdings and OCI are each generally prohibited from entering into an acquisition agreement with a third party, soliciting an alternative proposal from any third party involving 15% or more of the party's common stock, assets or earning power, and, subject to limited exceptions, participating in any discussions or negotiations regarding any proposal that is or could reasonably be expected to lead to an alternative acquisition proposal or furnishing any nonpublic information in connection therewith. In addition, under the terms of the combination agreement, neither CF Holdings nor OCI is permitted to terminate the combination agreement if its respective board of directors withdraws its recommendation

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of the combination agreement or approves or recommends an alternative acquisition proposal and must continue in these circumstances to submit the combination agreement for consideration by its shareholders unless the other party terminates the combination agreement. Shareholders of OCI owning approximately 51.7% of OCI's outstanding shares have also agreed to vote in favor of the combination pursuant to the irrevocable undertakings, which irrevocable undertakings are not released if the OCI board of directors withdraws its recommendation of the combination agreement or approves or recommends an alternative acquisition proposal.

The presence of the above provisions and the termination fee could discourage third parties from making alternative acquisition proposals, even if such third party were prepared to pay consideration with a higher per share cash or market value than the proposed market value of the shares in the transactions contemplated by the combination agreement. As a result, third parties may make acquisition proposals, if at all, at a lower price than they would otherwise be willing to make in the absence of such restrictions on the ability of the CF Holdings board of directors or OCI board of directors, as applicable, to consider and/or negotiate with respect to such proposals. CF Holdings and OCI, as applicable, may not be able to enter into an agreement with respect to a more favorable alternative transaction without incurring significant liability to OCI and CF Holdings, as applicable.

Failure to complete the combination, or significant delays in completing the combination, could negatively affect the trading price of CF Holdings common stock and/or OCI ordinary shares and/or the future business and financial results of CF Holdings and/or OCI.

The consummation of the combination is subject to numerous conditions, which may not be satisfied in a timely manner or at all. If the combination is not completed, or if there are significant delays in completing the combination, the trading price of CF Holdings common stock and/or OCI ordinary shares, and/or the future business and financial results of CF Holdings and/or OCI could be negatively affected, and CF Holdings and/or OCI will be subject to various risks, including the following:

•: the parties may be liable for damages to one another under the terms and conditions of the combination agreement;
•: negative reactions from the financial markets, including declines in the price of CF Holdings common stock and/or OCI ordinary shares due to the fact that current prices may reflect a market assumption that the combination will be completed;
•: having to pay certain significant costs relating to the combination;
•: lost opportunities resulting from restrictions on the conduct of the business of CF Holdings and OCI during the pendency of the transaction; and
•: the attention of the management of CF Holdings and/or OCI will have been diverted to the combination rather than to current operations and pursuit of other opportunities that could have been beneficial to each respective company.

CF Holdings and/or OCI may have difficulty attracting, motivating and retaining executives and other employees in light of the combination.

CF Holdings and/or OCI could experience difficulty in attracting, motivating and retaining executives and other employees due to the uncertainty of the closing of the combination. In addition, certain key employees of the ENA business may not wish to become employees of New CF. Until completion of the transactions contemplated by the combination agreement, employee retention could be a challenge for CF Holdings and/or OCI as employees may have uncertainty about the combination and their future roles with New CF. If employees of CF Holdings or the ENA business depart prior to the closing due to uncertainty or the difficulty of integrating the two businesses, New CF's ability to

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realize the anticipated benefits of the transactions contemplated by the combination agreement could be reduced or delayed.

No trading market currently exists for New CF ordinary shares.

Prior to completion of the combination, there will have been no market for New CF ordinary shares. At consummation of the transactions contemplated by the combination agreement, the New CF ordinary shares are expected to be listed for trading on the NYSE. However, there can be no assurance that an active market for New CF ordinary shares will develop after closing of the transactions contemplated by the combination agreement or that, if it develops, the market will be sustained. In addition, the market price of the New CF ordinary shares following closing cannot be predicted with certainty.

New CF's actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this document.

The unaudited pro forma condensed combined financial information contained in this document is presented for illustrative purposes only and may not be an indication of what New CF's financial condition or results of operations would have been had the combination been consummated on the dates indicated. The unaudited pro forma condensed combined financial information has been derived from the historical audited and unaudited consolidated financial statements of CF Holdings and the Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements of the ENA business and certain adjustments and assumptions have been made regarding the combined company after giving effect to the combination. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. For example, the unaudited pro forma condensed combined financial information does not reflect all costs that are expected to be incurred by New CF in connection with the combination. Accordingly, the actual financial condition and results of operations of New CF following the combination may not be consistent with, or evident from, this unaudited pro forma condensed combined financial information.

In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors may affect New CF's financial condition or results of operations following the consummation of the combination. Any potential decline in New CF's financial condition or results of operations may cause significant variations in the price of New CF ordinary shares. For additional information, see "Unaudited Pro Forma Condensed Combined Financial Information."

Some of the conditions to the combination may be waived or the combination agreement may be amended by CF Holdings or OCI without resoliciting CF Holdings shareholder approval or OCI shareholder approval of the proposals respectively approved by them.

Some of the conditions set forth in the combination agreement may be waived, or the combination agreement may be amended, by CF Holdings, OCI or New CF, subject to certain limitations. If any conditions are waived, or if the combination agreement is amended, CF Holdings and OCI will evaluate whether amendment of this document and resolicitation of proxies would be warranted. Subject to applicable law, if CF Holdings and OCI determine that resolicitation of CF Holdings' shareholders is not warranted, the parties will have the discretion to complete the transactions contemplated by the combination agreement, as it may be amended, without seeking further OCI shareholder approval or CF Holdings shareholder approval.

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The consummation of the Natgasoline joint venture is subject to specific closing conditions that are in addition to the closing conditions applicable to the consummation of the other transactions contemplated by the combination agreement.

CF Holdings and OCI are in the process of documenting the Natgasoline joint venture. The consummation of the Natgasoline joint venture is subject to conditions that are in addition to the conditions to which the consummation of the merger and the consummation of the separation are subject, and the consummation of the Natgasoline joint venture is not a condition to consummation of the merger and the separation. Accordingly, if the conditions to the consummation of the merger and the separation are satisfied or waived, but the additional conditions to the Natgasoline joint venture are not satisfied or waived, the combination may be effected without the consummation of the Natgasoline joint venture, in which case (i) OCI will retain 100% of its interest in Firewater One, (ii) CF will not pay the $517.5 million to OCI and (iii) CF Holdings will combine with the rest of the ENA business. For a description of the conditions to the consummation of the Natgasoline joint venture, see "Combination Agreement—Conditions to the Natgasoline Joint Venture." As of December 23, 2015, the additional conditions to the Natgasoline joint venture had yet not been satisfied. If the Natgasoline joint venture is not consummated, New CF may not realize all of the anticipated benefits of the combination, including the operating and financial efficiencies, structural synergies and other cost savings that are expected to result from the combination.

CF Holdings' and OCI's executive officers and directors have interests in the combination that may be different from the interests of CF Holdings shareholders and OCI shareholders generally.

When considering the unanimous recommendations of the CF Holdings and OCI boards of directors with respect to the combination agreement, CF Holdings shareholders and OCI shareholders should be aware that directors and executive officers of CF Holdings and OCI have certain interests in the combination that may be different from or in addition to the interests of CF Holdings shareholders and OCI shareholders generally. For more information, see the section of this document entitled "The Combination—Interests of Certain Persons in the Combination."

New CF will incur direct and indirect costs as a result of the combination.

New CF will incur additional costs and expenses in connection with and as a result of the combination. These costs and expenses include professional fees associated with complying with Dutch corporate law and financial reporting requirements and professional fees associated with complying with the tax laws of the Netherlands, as well as any additional costs New CF may incur going forward as a result of its new corporate structure. There can be no assurance that these costs will not exceed the costs historically borne by CF Holdings and those allocated to the ENA business in the historical financial data.

The receipt by OCI shareholders of New CF ordinary shares in the separation may be a taxable transaction for U.S. federal income tax purposes.

The obligations of OCI to consummate the transaction, including the separation, are conditioned upon the receipt by OCI of the opinion of Cleary to the effect that, under current U.S. federal income tax law, the separation should qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code. Cleary has informed OCI that it expects to be able to render an opinion that, under current law and subject to certain factual representations and assumptions, the separation should qualify for U.S. federal income tax purposes as a tax-free transaction to U.S. holders of OCI ordinary shares under Sections 355 and 368(a)(1)(D) of the Code. The legal authorities upon which the opinion of Cleary would be based are subject to change or differing interpretations at any time, possibly with retroactive effect. The opinion would not be binding on the IRS or any court, and there is a risk that the IRS may challenge the conclusions reached in the opinion and that a court may sustain such a

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challenge. If the separation does not qualify under Sections 355 and 368(a)(1)(D) of the Code, U.S. holders of OCI ordinary shares could be subject to tax on their receipt of New CF ordinary shares distributed to them by OCI.

For more information regarding the potential tax consequences of the separation to U.S. holders of OCI ordinary shares, see the section entitled "U.S. Federal Income Tax Consequences Relating to the Combination—U.S. Federal Income Tax Consequences of the Separation."

OCI will be liable for Netherlands dividend tax in respect of the distribution for an amount equal to 17.65% of the amount, if any, by which the aggregate fair market value of the distributed New CF ordinary share at the time of the distribution, exceeds the lower of (i) the amount of the reduction of the aggregate nominal value of the OCI shares as resolved in advance by the general meeting of the shareholders of OCI, and (ii) the recognised capital of OCI for Netherlands dividend tax purposes.

In the event that OCI is required to withhold Netherlands dividend tax in respect of the distribution, OCI will bear the cost of the tax on behalf of the holders of OCI ordinary shares and, as a result, OCI will be required to make the tax payment on a grossed-up basis resulting in a 17.65% rate.

For further information, see "Netherlands Tax Consequences Relating to the Combination—Netherlands Tax Consequences of the Combination for OCI, CF Holdings and New CF" and "Netherlands Tax Consequences Relating to the Combination—Netherlands Tax Consequences of the Combination for Holders of OCI Ordinary Shares."

Risk Factors Relating to Ownership of New CF Ordinary Shares

After the combination, CF Holdings shareholders will have a significantly lower ownership and voting interest in New CF than they currently have in CF Holdings and will exercise less influence over management.

The actual ownership split of New CF upon completion of the combination as between former CF Holdings shareholders, on the one hand, and OCI and its shareholders, on the other hand, will be dependent on the CF Holdings share price at the time of closing, the amount of convertible bonds to be assumed by New CF at closing, the amount of adjustments to the amount of the additional consideration, and the mix of cash and New CF ordinary shares used to pay the additional consideration. Consequently, former CF Holdings shareholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of CF Holdings. In addition, under the terms of the combination agreement, upon completion

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of the merger, the New CF board of directors will consist of ten members, including eight directors designated by CF Holdings and two directors designated by OCI.

Following completion of the combination, New CF will have a significant shareholder whose interests may conflict with those of other shareholders. In addition, the presence of a significant shareholder may affect the ability of a third party to acquire control of New CF.

OCI shareholders and OCI will beneficially own approximately 26.6% of the outstanding New CF ordinary shares immediately following the closing, based on the assumptions discussed above. The shares beneficially owned by OCI that are not distributed to shareholders of OCI and the shares owned by the S shareholders will be subject to the terms of the shareholders' agreement. For more information, see the section entitled "Shareholders' Agreement."

The S shareholders and OCI will have the ability through their ownership of New CF's ordinary shares to exercise significant influence over all matters requiring shareholder approval. The S shareholders and OCI may have interests that differ from those of other shareholders of the combined company.

In addition, having the S shareholders and OCI as significant shareholders of New CF may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from seeking to acquire, a majority of the outstanding New CF ordinary shares in a public takeover offer (whether by means of a voluntary bid or scheme of arrangement), or control of the New CF board of directors through a proxy solicitation.

Sales or hedging arrangements involving New CF ordinary shares after the combination may negatively affect the market price of New CF ordinary shares.

The New CF ordinary shares issued by New CF in the merger and distribution will generally be eligible for immediate resale. In addition, the S shareholders and OCI will enter into registration rights agreements with New CF in connection with the combination that will entitle them to have New CF ordinary share registered under the federal securities laws for resale. Sales of New CF ordinary shares after the closing, whether on the open market, pursuant to the exercise of registration rights or otherwise, or hedging or other similar arrangements entered into by the S Shareholders, OCI or other significant shareholders of New CF after the closing of the combination, or the possibility that these sales or hedging arrangements may occur, including the possible sale of a large number of New CF ordinary shares in the public market, could materially and adversely affect the market price of the New CF ordinary shares.

New CF ordinary shares to be received by CF Holdings shareholders and OCI shareholders as a result of the combination will have rights different from the CF Holdings common stock and OCI ordinary shares they respectively hold prior to the completion of the combination.

Upon completion of the combination, the rights of former CF Holdings shareholders and OCI shareholders who become shareholders of New CF will be governed by the New CF articles, and by the law of the Netherlands. The rights associated with CF Holdings common stock and OCI ordinary shares are different from the rights associated with New CF ordinary shares. Material differences between the rights of shareholders of CF Holdings and shareholders of OCI and the rights of shareholders of New CF include differences with respect to, among other things, distributions, dividends, repurchases and redemptions, dividends in shares/bonus issues, preemptive rights, the election of directors, the removal of directors, the fiduciary and statutory duties of directors, conflicts of interests of directors, the indemnification of directors and officers, limitations on director liability, the convening of annual meetings of shareholders and special shareholder meetings, notice provisions for meetings, the quorum for shareholder meetings, the adjournment or postponement of shareholder

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meetings, the exercise of voting rights, shareholder action by written consent, shareholder suits, shareholder approval of certain transactions, rights of dissenting shareholders, anti-takeover measures and provisions relating to the ability to amend governing documents.

For more information, see the section of this document entitled "Comparison of Rights of Shareholders of CF Holdings, OCI and New CF."

The responsibilities of New CF executive and non-executive directors will be governed by Dutch law and New CF's organizational documents and these rights and responsibilities differ in some respects from the responsibilities of directors and officers under Delaware law and the current organizational documents of CF Holdings and OCI.

In the performance of its duties, the New CF board of directors will be required by Dutch law to act in the interest of the company and its affiliated business, and to consider the interests of the company, its shareholders, employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, interests of the holders of New CF ordinary shares.

Under certain circumstances, Dutch law could require New CF to institute a works council which could limit or hinder New CF's ability to implement certain strategic initiatives.

Under Dutch law, any entity that directly employs 50 or more persons in the Netherlands must implement a works council (ondernemingsraad). If future developments cause New CF to have 50 or more employees in the Netherlands, then New CF will be required to institute a works council. Instituting a works council may limit or hinder New CF's ability to act quickly or act at all under certain circumstances, as the works council would have a right of consultation on certain proposed material business actions of New CF, which would include contemplated acquisitions, dispositions, joint ventures, financing arrangements (including the granting of a substantial credit or the provision of security for substantial debts of another entrepreneur, other than in the ordinary course of business) and dismissals and appointments of directors. In addition, the works council would have a right of approval regarding certain specific employment-related and labor-related regulations (secondary benefits). New CF is currently expected to limit its activities exclusively or almost exclusively to managing and financing its subsidiaries and will not have any employees at closing. Notwithstanding the foregoing, there can be no assurance that New CF will not become subject to the implementation of a works council at a later stage.

Under certain circumstances, Dutch law could require New CF to comply with the "Dutch large company regime," which could limit certain rights of New CF shareholders, including the ability to nominate and dismiss members of the New CF Board.

Under Dutch law, in certain circumstances, New CF could become subject to the statutory regime of the Netherlands known as the Dutch large company regime (structuurregeling). If New CF becomes subject to the Dutch large company regime, then such regime would, among other things: (1) prevent New CF shareholders from dismissing individual members of the New CF board of directors; and (2) require that the New CF board of directors nominate at least one-third of candidates for election as non-executive directors based on the recommendation of the works council(s) of New CF and its subsidiaries (if such works council(s) choose to exercise such recommendation rights under the Dutch large company regime).

Under the Dutch large company regime, all executive directors of the New CF board of directors would be appointed by non-executive directors of the New CF board of directors rather than being nominated by the New CF board of directors for election by a general meeting of New CF shareholders.

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New CF could become subject to the Dutch large company regime if, for an uninterrupted three-year period: (1) the sum of New CF's issued capital and reserves (including retained earnings) equals at least €16 million, (2) New CF or one or more of its subsidiaries in which CF holds more than 50% of the outstanding shares (or registered partnerships in which New CF is a fully liable partner) that are organized in the Netherlands has established due to legal requirements a works council, and (3) New CF, together with its subsidiaries in which CF holds more than 50% of the outstanding shares (or registered partnerships in which New CF is a fully liable partner), employs 100 or more persons in the Netherlands. However, under current Dutch law, New CF will qualify for an exemption from the Dutch large company regime for holding companies if: (1) New CF's activities are exclusively or almost exclusively limited to managing and financing its subsidiaries in which CF holds more than 50% of the outstanding shares; and (2) a majority of the aggregate of employees of New CF and its subsidiaries in which CF holds more than 50% of the outstanding shares work outside of the Netherlands. Only OCI Nitrogen and its affiliated subsidiaries and operations have implemented works councils. Less than a majority of the aggregate of CF Holding's and the ENA business' employees work in the Netherlands. New CF is currently expected to limit its activities exclusively or almost exclusively to managing and financing its subsidiaries. Notwithstanding the foregoing, there can be no assurance that New CF will not become subject to the Dutch large company regime at a later stage.

Provisions of the New CF articles of association and Dutch corporate law might deter acquisition bids for us that could be considered favorable to our shareholders and might prevent or frustrate attempts to replace or remove our board of directors, which could affect the market price of New CF ordinary shares.

The New CF articles of association allow us to issue cumulative preference shares. We may elect to grant a call option in respect of such shares to a Dutch foundation (stichting) with a broad objective to safeguard and promote the interests of New CF, the enterprises maintained by New CF and its group companies, and all of their stakeholders, against influences which could conflict with the interests of New CF and those enterprises or affect the independence, continuity and/or the identity of New CF and those enterprises. By exercise of the call option in accordance with its terms, and the issue of cumulative preference shares to the foundation, the voting interest of holders of New CF ordinary shares could be substantially diluted, and the foundation may acquire up to 50% of the voting rights of New CF in response to certain events as specified in a call option agreement between New CF and such foundation.

In addition to our ability to issue cumulative preference shares, certain provisions of the New CF articles of association and Dutch law may discourage, delay or prevent a change in control of New CF, even if such a change in control is sought by our shareholders. Consequently, shareholders of New CF may be unable to benefit from a change of control and realize any potential change of control premium, which may materially and adversely affect the market price of New CF ordinary shares. These provisions include, but are not limited to, requirements for a proposal by the board of directors of New CF for certain resolutions (such as amendment of our articles of association) by general meeting and a limitation on the ability of shareholders owning in excess of 15% of new CF's outstanding stock to merge or combine with new CF. See the section entitled "Comparison of Rights of Shareholders of CF Holdings, OCI and New CF—Anti-Takeover Provisions."

We are not obligated to and do not comply with all the best practice provisions of the Dutch Corporate Governance Code. This may affect your rights as a shareholder.

As a Dutch company, we are subject to the Dutch Corporate Governance Code. The Dutch Corporate Governance Code contains both principles and best practice provisions that regulate relations between the company's board of directors and the company's shareholders (i.e. the general meeting). The Dutch Corporate Governance Code is based on a "comply or explain" principle. Accordingly, Dutch public companies are required to disclose in their annual reports, filed in the

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Netherlands, whether they comply with the provisions of the Dutch Corporate Governance Code. If they do not comply with those provisions (e.g., because of a conflicting requirement), they are required to give the reasons for such noncompliance. The Dutch Corporate Governance Code applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including the NYSE. We do not comply with all the best practice provisions of the Dutch Corporate Governance Code. This may affect your rights as a shareholder and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the Dutch Corporate Governance Code.

As a Dutch public limited company, certain capital structure decisions will require shareholder approval which may limit New CF's flexibility to manage its capital structure.

Dutch law provides that a board of directors may only allot shares (or rights to subscribe for or convertible into shares) with the prior authorization of shareholders, such authorization being up to the aggregate nominal amount of shares and for a maximum period of five years, each as specified in the New CF articles of association or relevant shareholder resolution. This authorization would need to be renewed by New CF's shareholders upon its expiration (i.e., at least every five years). The New CF articles that will apply to New CF after the completion of the combination will authorize the allotment of additional shares for a period of five years from the date of the adoption of New CF articles up to an aggregate nominal amount representing a certain percentage of the number of shares in the capital of New CF as of the date of the adoption of the New CF articles and after consummation of the combination, which authorization will need to be renewed upon expiration (i.e., at least every five years) but may be sought more frequently for additional five-year terms (or any shorter period).

Dutch law also generally provides shareholders with preemptive rights when new shares are issued for cash; however, it is possible for the New CF articles, or shareholders in general meeting, to exclude or disapply preemptive rights. Such an exclusion or disapplication of preemptive rights may be for a maximum period of up to five years from the date of adoption of the New CF articles, if the exclusion is contained in the New CF articles, or from the date of the shareholder resolution, if the exclusion is by shareholder resolution; in either case, this exclusion would need to be renewed by New CF's shareholders upon its expiration (i.e., at least every five years). The New CF articles will exclude preemptive rights in relation to an allotment of shares for cash pursuant to the authority referred to above for a period of five years following the date of the adoption of the New CF articles up to an aggregate nominal amount representing a certain percentage of the number of shares in the capital of New CF as of the date of the adoption of the New CF articles and after consummation of the combination, which exclusion will need to be renewed upon expiration (i.e., at least every five years) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

Dutch law also generally prohibits a public company from repurchasing its own shares without the prior approval of shareholders by ordinary resolution, being a resolution passed by a simple majority of votes cast, and other formalities. Such approval may be for a maximum period of up to 18 months.

These requirements may limit New CF's flexibility to manage its capital structure. For more information, see the section entitled "Description of New CF Ordinary Shares" of this document.

New CF may not be able to meet certain additional financial requirements under Dutch law before it declares dividends or repurchases shares following the combination.

New CF, as a Dutch public company, may only make a distribution if the amount of its net assets exceeds the nominal value of the share capital of New CF and reserves that must be maintained pursuant to law and New CF's articles of association, as determined on the basis of New CF's standalone statutory accounts based on Dutch generally accepted accounting principles. The board of

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directors determines whether New CF is able to make distributions. Because New CF is a holding company that conducts its operational business mainly through its subsidiaries, New CF's ability to pay dividends depends, among other things, on New CF's operating subsidiaries' distributions to New CF.

Under Dutch Law, New CF may only repurchase fully paid-up shares, provided either no valuable consideration is given, or New CF's equity less the aggregate purchase price of the shares exceeds the aggregate of the issued and paid-up capital and reserves of New CF that must be maintained pursuant to law.

The enforcement of civil liabilities against New CF may be more difficult.

Because New CF will be a public company incorporated under Dutch law after the combination, investors could experience more difficulty enforcing judgments obtained against New CF in U.S. courts than would currently be the case for U.S. judgments obtained against CF Holdings. It may also be more difficult (or impossible) to bring some types of claims against New CF in courts sitting in the Netherlands than it would be to bring similar claims against a U.S. company in a U.S. court. Further, the New CF articles will provide for Dutch courts to be the exclusive forum for shareholder lawsuits against New CF or its directors.

The United States and the Netherlands currently do not have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters (other than arbitral awards). A final judgment for the payment of money rendered by any federal or state court in the United States which is enforceable in the United States, whether or not predicated solely upon U.S. federal securities laws, would not automatically be recognized or enforceable in the Netherlands. In order to obtain a judgment which is enforceable in the Netherlands, the party in whose favor a final and conclusive judgment of the U.S. court has been rendered will be required to file its claim with a court of competent jurisdiction in the Netherlands. Such party may submit to a Dutch court the final judgment rendered by the U.S. court. If and to the extent that the Dutch court finds that the jurisdiction of the U.S. court has been based on grounds which are internationally acceptable and that proper legal procedures have been observed, the Dutch court will generally tend to pass a judgment that is similar to the judgment of the court of the United States without substantive re-examination or re-litigation on the merits of the subject matter, unless (i) the judgment contravenes principles of public policy of the Netherlands or (ii) the judgment contravenes an earlier Dutch or foreign judgment that related to the same parties and the same dispute (insofar that earlier judgment can be recognized in the Netherlands). Furthermore, in the event the judgment of the court of the United States is not, not yet or no longer enforceable, the Dutch court may dismiss the claim.

Risk Factors Relating to New CF

For purposes of the risk factors relating to New CF included in this "—Risk Factors Relating to New CF," "we," "our" and "us" refer to New CF as it will exist immediately following the closing and its subsidiaries, except where the context makes clear that the reference is only to New CF itself and not its subsidiaries.

The combination of the ENA business with the business currently conducted by CF Holdings will create numerous risks and uncertainties which could adversely affect our operating results.

There can be no assurance that we will be able to successfully integrate the ENA business with the business of CF Holdings or otherwise realize the expected benefits of the combination. CF Holdings currently expects that the total cost of combining the businesses will be approximately $240 million, including transaction and integration costs. However, the actual amount of such costs may vary significantly. The combination of independent businesses is a complex, costly, and time-consuming process. The ENA business will transition from being a part of OCI to being a part of New CF, and CF

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Holdings will migrate from being a stand-alone Delaware company to being part of a combined company incorporated under the law of the Netherlands.

Our ability to realize the anticipated benefits of the combination will depend, to a large extent, on our ability to integrate the ENA business with the business of CF Holdings and realize the benefits of the combined business. The integration of the ENA business with the business of CF Holdings is further complicated by (i) CF Holdings' ongoing integration of CF Fertilisers, which became a wholly-owned subsidiary of CF Holdings on July 31, 2015, and (ii) the closing and integration of the CHS strategic venture. We will be required to devote significant management attention and resources to the integration process. The integration process may disrupt the ENA business or the business of CF Holdings and, if implemented ineffectively, could delay or preclude the realization of expected operating and financial efficiencies, synergies and other cost savings. In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of key business relationships and the diversion of management's attention. The difficulties of combining the operations of the ENA business and CF Holdings include, among others:

•: managing a significantly larger company, including entry into geographic markets and involvement with products with which CF Holdings' management has limited experience;
•: the potential diversion of management focus and resources from other strategic opportunities and from operational matters;
•: retaining key business relationships, including relationships with employees, customers, partners and suppliers;
•: maintaining employee morale and retaining key management and other personnel;
•: integrating business cultures, processes and personnel;
•: the possibility of faulty assumptions underlying expectations regarding the integration process;
•: integrating products and distribution networks;
•: integrating information technology, communications and other systems;
•: changes in applicable laws and regulations, including changes associated with managing a Dutch company;
•: managing tax costs or inefficiencies associated with integrating the operations of the combined company; and
•: unforeseen expenses or delays associated with the combination.

Many of these factors will be outside of our control and any one of them could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, even if the operations of CF Holdings and the ENA business are integrated successfully, we may not realize the full benefits of the combination, including the operating and financial efficiencies, structural synergies and other cost savings that are expected.

We will have a material level of indebtedness following consummation of the combination, which may adversely affect our business.

Upon the consummation of the combination, we expect to have a substantial amount of indebtedness on a consolidated basis. We expect that this indebtedness will include approximately $5.6 billion of existing senior notes issued by CF Industries, approximately $1.2 billion of existing secured project finance indebtedness relating to the ENA business, and indebtedness under any of the existing OCI convertible bonds assumed by us in connection with the combination. In addition, to fund cash requirements in connection with the consummation of the combination, we expect that we or our

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subsidiaries will receive cash proceeds from external financing sources (whether using alternative financing arranged prior to the closing under the combination agreement or, if such financing is not arranged, a portion of the financing under the bridge credit agreement, as defined below) of approximately $1.0 billion. In addition, upon the consummation of the combination, the bridge credit agreement provides for borrowings of up to $1.3 billion for general corporate purposes, CF Holdings' amended credit agreement, as defined below, under which we will become a borrower upon consummation of the combination, provides for up to $2.0 billion of borrowings for general corporate purposes and CF Fertilisers' existing revolving credit agreement provides for up to £40 million of borrowings for general corporate purposes.

Our substantial debt service obligations following the consummation of the combination could have an adverse impact on our earnings and cash flows. Our substantial indebtedness could, as a result of our debt service obligation or through the operation of the financial and other restrictive covenants to which we will be subject under the agreements and instruments governing that indebtedness and otherwise, have important consequences. For example, it could:

•: make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
•: cause us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
•: cause us to use a portion of our cash flow from operations for debt service, reducing the availability of cash to fund working capital and capital expenditures, research and development and other business activities;
•: cause us to be more vulnerable to general adverse economic and industry conditions;
•: expose us to the risk of increased interest rates because certain of our borrowings, including borrowings under our credit agreements, could be at variable rates of interest;
•: make us more leveraged than some of our competitors, which could place us at a competitive disadvantage;
•: limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes; and
•: result in a downgrade in the credit rating of our indebtedness which could increase the cost of further borrowings.

We expect to consider options to refinance our outstanding indebtedness from time to time. Our ability to obtain any financing, whether through the issuance of new debt securities or otherwise, and the terms of any such financing are dependent on, among other things, our financial condition, financial market conditions within our industry and generally, credit ratings and numerous other factors, including factors beyond our control. Consequently, in the event that we need to access the credit markets, including to refinance our debt, there can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable timeframe, if at all. An inability to obtain financing with acceptable terms when needed could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We expect that the terms of our indebtedness will allow us to incur significant additional debt in the future. If we incur additional indebtedness, the risks that we face as a result of our leverage could intensify. If our financial condition or operating results deteriorate, our relations with our creditors, including the holders of our outstanding debt securities, the lenders under the amended credit

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agreement, the bridge credit agreement and the CF Fertilisers credit agreement and our suppliers, may be materially and adversely affected.

We are subject to risk associated with the CHS strategic venture including the risk that the strategic venture may not take effect as planned, or at all, due to a number of factors, many of which are beyond our control.

On August 12, 2015, CF Holdings announced that it agreed to enter into the CHS strategic venture. CHS will purchase a minority equity interest in CF Nitrogen, a wholly-owned subsidiary of CF Holdings, for $2.8 billion. Additionally, CHS will purchase nitrogen products from CF Nitrogen under a long-term supply agreement, which is referred to in this document as the CHS supply agreement. Pursuant to the CHS supply agreement, CHS will have the right to purchase nitrogen products from CF Nitrogen at market prices. Pursuant to the CF Nitrogen limited liability company agreement, CHS will be entitled to semi-annual profit distributions from CF Nitrogen in respect of its equity interest in CF Nitrogen based generally on the volume of nitrogen products purchased by CHS pursuant to the CHS supply agreement. The CHS strategic venture is expected to take effect in the first quarter of 2016, subject to various conditions, including conditions relating to the absence of any injunction or other order by a court or other governmental authority or law that prohibits or makes illegal the consummation of the investment by CHS in CF Nitrogen, the execution by the parties of certain ancillary agreements and other customary closing conditions. If these conditions are not satisfied or waived (to the extent permitted by law), the CHS strategic venture may be delayed or may not take effect at all. In addition, either party may terminate the strategic venture if conditions with respect to the confirmation of certain tax and financial accounting matters relating to the investment by CHS in CF Nitrogen are not satisfied by specified dates.

Even if the CHS strategic venture takes effect, we may not realize the full benefits from the CHS strategic venture that are expected. The realization of the expected benefits of the CHS strategic venture depends on our ability to successfully operate and manage the strategic venture, and on the market prices of the nitrogen fertilizer products that are the subject of the CHS supply agreement over the life of the agreement, among other factors. Additionally, disruptions related to the proposed CHS strategic venture could harm our relationships with our customers, employees or suppliers.

Our future results will suffer if we do not effectively manage our expanded operations.

The size of our business will be significantly larger than the size of either CF Holdings' business or the ENA business as each exists today on a standalone basis. Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management of new operations and the entry into new geographic markets and associated increased costs and complexity.

The ENA business has been subject to different standards governing internal controls.

We may experience difficulties in integrating and harmonizing the internal controls of CF Holdings and the ENA business, and may need to implement additional financial and management controls, reporting systems and procedures. We may incur substantial costs or encounter problems or delays related to our efforts to integrate internal controls and related processes of CF Holdings and the ENA business. Any failure to integrate, develop or maintain effective internal controls could harm our operating results, cause us to fail to meet our reporting obligations or subject us to regulatory scrutiny, any of which could have an adverse effect on our business and the price of our ordinary shares.

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If goodwill or other intangible assets that we record in connection with the combination become impaired, we could have to take significant charges against earnings.

In connection with the accounting for the combination, we expect to record a significant amount of goodwill and other intangible assets. Under U.S. GAAP, we must assess, at least annually, whether the value of goodwill and other intangible assets has been impaired. Intangible assets subject to amortization will also be assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of goodwill or other intangible assets will result in a charge against earnings, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Section 7874 of the Code likely will limit CF Holdings' and its U.S. affiliates' ability to utilize certain U.S. tax attributes to offset certain U.S. taxable income, if any, generated by the combination or certain specified transactions for a period of time following the combination.

Following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize certain U.S. tax attributes such as net operating losses to offset U.S. taxable income resulting from certain transactions as more fully described in the section captioned "U.S. Federal Income Tax Consequences Relating to the Combination—U.S. Federal Income Tax Consequences of the Merger—Tax Consequences to CF Holdings—Potential Limitation on the Utilization of CF Holdings' (and Its U.S. Affiliates') Tax Attributes." CF Holdings currently expects that, following the combination, this limitation will apply and, as a result, CF Holdings currently does not expect that it or its U.S. affiliates will be able to utilize certain U.S. tax attributes to offset their U.S. taxable income, if any, resulting from certain specified taxable transactions. See the section entitled "U.S. Federal Income Tax Consequences Relating to the Combination—U.S. Federal Tax Consequences of the Merger—Tax Consequences to CF Holdings—Potential Limitation on the Utilization of CF Holdings' (and Its U.S. Affiliates') Tax Attributes" for more information.

The IRS may not agree with the conclusion that we should be treated as a foreign corporation for U.S. federal income tax purposes following the combination.

A corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. Because we are a Netherlands entity, we would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Even so, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Code.

Under Section 7874 of the Code, if the former shareholders of CF Holdings hold 80% or more of the vote or value of our ordinary shares by reason of holding stock in CF Holdings, which we refer to as the ownership test, and our expanded affiliated group after the transaction does not have substantial business activities (within the meaning of the relevant Treasury Regulations) in the Netherlands relative to our worldwide activities, which we refer to as the substantial business activities test, we would be treated as a U.S. corporation. Based on the rules for determining share ownership under Section 7874 of the Code, CF Holdings shareholders are expected to receive less than 80% of our ordinary shares (by both vote and value) by reason of holding stock in CF Holdings. Therefore, under current law, we should not be treated as a U.S. corporation for U.S. federal income tax purposes. The proposed regulations described in Notice 2014-52, released on September 22, 2014, and in Notice 2015-79, released November 19, 2015, by the IRS and the U.S. Department of the Treasury, do not alter this conclusion. Notice 2014-52 is referred to in this document as the 2014 Notice and Notice 2015-79 is referred to in this document as the 2015 Notice, and together the 2014 Notice and the 2015 Notice are referred to as the Notices.

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There can be no assurance that the IRS will agree with the position that the ownership test is satisfied. There is limited guidance regarding the application of Section 7874 of the Code, including with respect to the provisions regarding the application of the ownership test.

As described in the section entitled "—Risk Factors Relating to New CF—Recent guidance issued by the U.S. Department of the Treasury and the IRS could result in our being subject to significant U.S. tax liabilities after the transaction," the U.S. Department of the Treasury and the IRS issued the Notices announcing their intention to issue regulations interpreting Section 7874 of the Code that would apply to transactions completed on or after September 22, 2014, in the case of the 2014 Notice, and on or after November 19, 2015, in the case of the 2015 Notice. The proposed regulations interpreting Section 7874 of the Code announced in the Notices are not expected to cause us to be treated as a U.S. corporation for U.S. federal tax purposes.

In addition, as described in more detail in other risk factors, new statutory or regulatory provisions under Section 7874 of the Code or otherwise could be enacted or promulgated that could adversely affect our status as a non-U.S. corporation for U.S. federal tax purposes, and any such provisions could have retroactive application.

If we were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation. Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our ordinary shares could be subject to U.S. withholding tax on the gross amount of any dividends paid by us to such shareholder.

See the section captioned "U.S. Federal Income Tax Consequences Relating to the Combination—U.S. Federal Income Tax Consequences of the Merger—Tax Consequences to CF Holdings—In General" for more information regarding the application of Section 7874 to the combination.

Recent guidance issued by the U.S. Department of the Treasury and the IRS could result in our being subject to significant U.S. tax liabilities after the transaction.

The Notices described certain regulations the U.S. Department of the Treasury and the IRS intend to promulgate under Section 7874 and certain other sections of the Code, which, when promulgated, would be effective for certain transactions completed on or after September 22, 2014, in the case of the 2014 Notice, and on or after November 19, 2015, in the case of the 2015 Notice, such as the combination. Such regulations would impose additional U.S. taxes on certain transactions involving the acquired U.S. corporation's controlled foreign subsidiaries. As a result, CF Holdings may recognize taxable income if we were to engage in transactions addressed by either of the Notices in connection with, or after completion of, the combination. In addition, under the rules described in the 2015 Notice, New CF would be treated as a U.S. corporation for U.S. federal tax purposes if New CF were not tax resident in the Netherlands under applicable Dutch law. Because it is anticipated that New CF will be a tax resident in the Netherlands, these rules are not expected to apply to cause New CF to be treated as a U.S. corporation for U.S. federal tax purposes. See the section captioned "U.S. Federal Income Tax Consequences Relating to the Combination—U.S. Federal Income Tax Consequences of the Merger—Tax Consequences to CF Holdings—In General" for more information.

Future changes to international tax laws could adversely affect us.

Under current law, we are expected to be treated as a foreign corporation for U.S. federal income tax purposes. However, changes to the rules in Section 7874 of the Code could adversely affect our status as a foreign corporation for U.S. federal tax purposes, and any such changes could have prospective or retroactive application to us, our shareholders and affiliates, CF Holdings, CF Holdings' shareholders and affiliates, and/or the combination.

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Since Section 7874 of the Code was enacted, there have been various proposals to broaden its scope, including (i) a provision in the Obama Administration's 2016 budget proposals which, if enacted in its present form, would be effective for transactions completed after December 31, 2015, and (ii) proposals introduced by certain Democratic members of both houses of Congress which, if enacted in their present form, would be effective retroactively to any transactions completed after May 8, 2014. Each proposal would, among other things, treat a foreign acquiring corporation as a U.S. corporation under section 7874 of the Code if the former shareholders of the U.S. corporation own more than 50% of the shares of the foreign acquiring corporation after the transaction, or if the foreign corporation's affiliated group has substantial business activities in the United States and the foreign corporation is primarily managed and controlled in the United States. These proposals, if enacted in their present form and if made effective to transactions completed during the period in which the effective time of the combination occurs, would cause us to be treated as a U.S. corporation for U.S. federal tax purposes.

If we were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S. tax liabilities than currently contemplated as a non-U.S. corporation. Additionally, if we were treated as a U.S. corporation for federal tax purposes, non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends paid by us to such shareholder.

In addition, the U.S. Congress, the Organisation for Economic Co-operation and Development and other government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example involves issues relating to "base erosion and profit shifting," including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States and other countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect us.

Further, a discussion draft for proposed legislation released on July 31, 2014, by certain members of the U.S. Congress would change certain U.S. federal income tax rules applicable to non-U.S. parented corporate groups, which would include us following the combination. If enacted as proposed, these changes could cause us to have a higher than anticipated worldwide effective corporate tax rate. Additionally, at least one U.S. Senator has urged the U.S. Department of the Treasury to promulgate unspecified regulations or other guidance that would likewise adversely impact our effective corporate tax rate following the combination. We are unable to predict the likelihood that any such proposals might be adopted, the nature of regulations that might be promulgated, or the effect such guidance may have on our business.

We conduct our business in multiple jurisdictions and are exposed to the tax laws of such jurisdictions, including risks in connection with challenges to our tax positions.

We operate on a global basis and are therefore subject to the tax laws and regulations in different jurisdictions. Given that tax laws and regulations are subject to change and may not provide clear-cut or definitive doctrines, the tax regime applied to us is sometimes based on the our interpretations of such laws and regulations. We cannot guarantee that such interpretations will not be questioned by the relevant authorities. In addition, the relevant authorities may not agree as to whether New CF is entitled to claim benefits under the U.S.-Netherlands Tax Treaty. Further, the Dutch authorities may challenge the non-Dutch tax residency of certain of our non-Dutch companies, and the authorities may not agree with the tax advice that we rely on and receive from our tax advisors in the jurisdictions in which we operate. More generally, any failure to comply with the tax laws, regulations or requirements under certain double taxation treaties applicable to us may result in reassessments, late payment interest, fines and penalties and have a material adverse effect on our business, results of operations, financial condition and prospects.

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Our business is dependent on natural gas, the prices of which are subject to volatility.

Natural gas is the principal raw material used to produce nitrogen fertilizers and methanol. We use natural gas both as a chemical feedstock and as a fuel to produce ammonia, urea, urea ammonium nitrate solution, which is referred to in this document as UAN, ammonium nitrate, which is referred to in this document as AN, calcium ammonium nitrate, which is referred to in this document as CAN, other nitrogen products and methanol.

Because most of our manufacturing facilities are located in the United States and Canada, North American natural gas comprises a significant portion of the total production cost of our products. The price of natural gas in North America has been volatile in recent years. During the nine months ended September 30, 2015, the daily closing price at the Henry Hub, the most heavily-traded natural gas pricing point in North America, reached a low of $2.49 per MMBtu on April 28, 2015 and a high of $3.30 per MMBtu on January 16, 2015. During the three year and nine month period ended September 30, 2015, the daily closing price at the Henry Hub reached a low of $1.83 per MMBtu on three consecutive days in April 2012 and a high of $7.94 per MMBtu on March 5, 2014.

We also have manufacturing facilities located in the United Kingdom and the Netherlands. These facilities are subject to fluctuations associated with the price of natural gas in Europe. The major natural gas trading point for the United Kingdom is the National Balancing Point, which is referred to in this document as NBP, and for the Netherlands is the Title Transfer Facility, which is referred to in this document as TTF. During the nine months ended September 30, 2015, the daily closing price at NBP reached a low of $5.80 per MMBtu on August 24, 2015 and a high of $8.50 per MMBtu on February 12, 2015. During the three year and nine month period ended September 30, 2015, the daily closing price at NBP reached a low of $5.80 per MMBtu on August 24, 2015 and a high of $16.00 per MMBtu on both February 7, 2012 and March 22, 2013. During the nine months ended September 30, 2015, the daily closing price at TTF reached a low of $6.03 per MMBtu on September 30, 2015 and a high of $8.18 per MMBtu on February 12, 2015. During the three year and nine month period ended September 30, 2015, the daily closing price at TTF reached a low of $5.94 per MMBtu on July 7, 2014 and a high of $14.53 per MMBtu on March 25, 2013.

Changes in the supply of and demand for natural gas can lead to periods of volatile natural gas prices. If high prices were to occur during a period of low nitrogen fertilizer or methanol selling prices, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The price of natural gas in North America and worldwide has been volatile in recent years and has declined on average due in part to significant natural gas reserves, including shale gas, and the rapid improvement in shale gas extraction techniques, such as hydraulic fracturing and horizontal drilling. Future production of natural gas from shale formations could be reduced by regulatory changes that restrict drilling or hydraulic fracturing or increase its cost or by reduction in oil exploration and development prompted by lower oil prices and resulting in production of less associated gas. If this were to occur, or if other developments adversely impact the supply/demand balance for natural gas in the United States or elsewhere, natural gas prices could rise, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The nitrogen fertilizer and methanol businesses are cyclical, resulting in periods of industry oversupply during which our financial condition, results of operations and cash flows are expected to be negatively affected.

Historically, selling prices for nitrogen fertilizer products and methanol have fluctuated in response to periodic changes in supply and demand conditions. Demand for nitrogen fertilizer products is affected by planted acreage and application rates, driven by population growth, changes in dietary habits and non-food usage of crops such as the production of ethanol and other biofuels, among other things. Demand for methanol largely depends upon levels of global industrial production, changes in

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general economic conditions and energy prices. Supply of nitrogen fertilizer products and methanol is affected by available capacity and operating rates, raw material costs and availability, government policies and global trade. The construction of new manufacturing capacity, plus improvements to increase output from the existing production assets, increase nitrogen and methanol supply and affect the supply demand balance.

Periods of high demand, high capacity utilization and increasing operating margins tend to result in investment in production capacity, which may cause supply to exceed demand and selling prices and capacity utilization to decline. Future growth in demand for nitrogen fertilizer products and methanol may not be sufficient to absorb excess industry capacity.

During periods of nitrogen fertilizer or methanol industry oversupply, our financial condition, results of operations and cash flows are expected to be affected negatively as, based on historical pricing data, the price at which we will be able to sell our products is expected to decline, resulting in possible reduced profit margins, write-downs in the value of our inventory and temporary or permanent curtailments of nitrogen fertilizer production or methanol production.

Our nitrogen fertilizer products and methanol are global commodities and we face intense global competition from other producers.

We are subject to intense price competition from our competitors. Methanol and most nitrogen fertilizers are global commodities, with little or no product differentiation, and customers make their purchasing decisions principally on the basis of delivered price and to a lesser extent on customer service and product quality. We compete with many producers, including state-owned and government-subsidized entities.

Consolidation in the industry has increased the resources of several of our competitors. Some of these competitors have greater total resources and are less dependent on earnings from nitrogen fertilizer or methanol sales, which make them less vulnerable to industry downturns and better positioned to pursue new expansion and development opportunities. Our competitive position could suffer to the extent we are not able to expand our own resources either through investments in new or existing operations or through acquisitions, joint ventures or partnerships.

China, the world's largest producer and consumer of nitrogen fertilizers, is expected to continue expanding its fertilizer production capacity in the medium term. If Chinese government policy, devaluation of the Chinese renminbi or decreases in Chinese producers' underlying costs such as the price of Chinese coal, encourage exports, this expected increase in capacity could adversely affect the balance between global supply and demand and may put downward pressure on global fertilizer prices, which could materially adversely affect our business, financial condition, results of operations and cash flows.

Antidumping duties for Russian and Ukrainian fertilizer grade AN ended in November 2014. As a result, we could face much higher volumes of lower priced Russian and Ukrainian fertilizer grade AN in the United States.

We also face competition from other nitrogen fertilizer and methanol producers in the Middle East, Europe and Latin America, who, depending on market conditions, fluctuating input prices, geographic location and freight economics, may take actions at times with respect to price or selling volumes that adversely affect our business, financial condition, results of operations and cash flows.

Producers in Trinidad have historically been the largest suppliers of methanol to the United States. These producers have significant experience and expertise in production, transportation, marketing and sales of methanol in the United States. In addition, other methanol producers have announced plans to relocate, restart or construct methanol plants in the Gulf of Mexico coastal region over the next few

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years. These facilities would compete directly with our Beaumont integrated ammonia and methanol complex and, upon completion, our Natgasoline joint venture.

A decline in agricultural production or limitations on the use of our nitrogen fertilizer products for agricultural purposes could materially adversely affect the market for our nitrogen fertilizer products.

Conditions in the U.S. agricultural industry significantly impact our operating results. Our operating results are also affected by conditions in the European agricultural industry. The agricultural industries in the United States and Europe can be affected by a number of factors, including weather patterns and field conditions, current and projected grain inventories and prices, demand for agricultural products and governmental policies regarding trade in agricultural products. These factors are outside of our control.

Governmental policies, including farm and biofuel subsidies and commodity support programs, as well as the prices of fertilizer products, may also directly or indirectly influence the number of acres planted, the mix of crops planted and the use of fertilizers for particular agricultural applications. Ethanol production in the United States contributes significantly to corn demand, due in part to federal legislation mandating use of renewable fuels. An increase in ethanol production has led to an increase in the amount of corn grown in the United States and to increased fertilizer usage on both corn and other crops that have also benefited from improved farm economics. While the current Renewable Fuel Standard, which is referred to in this document as RFS, encourages continued high levels of corn-based ethanol production, a continuing "food versus fuel" debate and other factors have resulted in calls to eliminate or reduce the renewable fuel mandate, or to eliminate or reduce corn-based ethanol as part of the renewable fuel mandate. This could have an adverse effect on corn-based ethanol production, planted corn acreage and fertilizer demand. Developments in crop technology, such as nitrogen fixation, the conversion of atmospheric nitrogen into compounds that plants can assimilate, could also reduce the use of chemical fertilizers. In addition, from time to time various state legislatures have considered limitations on the use and application of chemical fertilizers due to concerns about the impact of these products on the environment. Any reduction in the demand for chemical fertilizer products, including any limitation on the use and application of chemical fertilizer, could adversely affect the demand for our nitrogen fertilizer products, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our operations and those of our joint ventures are dependent upon raw materials provided by third parties, and any delay or interruption in the delivery may adversely affect our business.

We and our joint ventures use natural gas and other raw materials in the manufacture of nitrogen fertilizer products and methanol. We purchase the natural gas and other raw materials from third party suppliers. Our natural gas is transported by pipeline to our facilities and those of our joint ventures by third party transportation providers or through the use of facilities owned by third parties. Delays or interruptions in the delivery of natural gas or other raw materials may be caused by, among other things, severe weather or natural disasters, unscheduled downtime, labor difficulties, insolvency of our suppliers or their inability to meet existing contractual arrangements, deliberate sabotage and terrorist incidents, or mechanical failures. In addition, the transport of natural gas by pipeline is subject to additional risks, including delays or interruptions caused by capacity constraints, leaks or ruptures. Any delay or interruption in the delivery of natural gas or other raw materials, even for a limited period, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our transportation and distribution activities rely on third party providers and are subject to environmental, safety and regulatory oversight. This exposes us to risks and uncertainties beyond our control that may adversely affect our operations and exposes us to additional liability.

We rely on railroad, truck, pipeline, river barge and ocean vessel companies to transport raw materials to our manufacturing facilities, to coordinate and deliver finished products to our distribution system and to ship finished products to our customers. We also lease rail cars in order to ship raw materials and finished products. These transportation operations, equipment and services are subject to various hazards, including adverse operating conditions on the inland waterway system, extreme weather conditions, system failures, work stoppages, delays, accidents such as spills and derailments and other accidents and operating hazards. Additionally, due to the aging infrastructure of certain bridges, roadways, rail lines, river locks, and equipment that our third party service providers utilize, we may experience delays in both the receipt of raw materials or the shipment of finished product while repairs, maintenance or replacement activities are conducted. Also, certain third party service providers, particularly railroads, have experienced periodic service slowdowns due to capacity constraints in their systems which impact the shipping times of our products.

These transportation operations, equipment and services are also subject to environmental, safety, and regulatory oversight. Due to concerns related to accidents, discharges or other releases of hazardous substances, terrorism or the potential use of fertilizers as explosives, governmental entities could implement new regulations affecting the transportation of raw materials or finished products.

If shipping of our products is delayed or we are unable to obtain raw materials as a result of these transportation companies' failure to operate properly, or if new and more stringent regulatory requirements are implemented affecting transportation operations or equipment, or if there are significant increases in the cost of these services or equipment, our revenues and cost of operations could be adversely affected. In addition, increases in our transportation costs, or changes in such costs relative to transportation costs incurred by our competitors, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In the United States, the railroad industry continues various efforts to limit the railroads' potential liability stemming from the transportation of Toxic Inhalation Hazard materials, such as the anhydrous ammonia we transport to and from our manufacturing and distribution facilities. For example, various railroads have implemented tariffs that include provisions that purport to shift liability to shippers to the extent that liabilities arise from third parties with insufficient resources. These initiatives could materially and adversely affect our operating expenses and potentially our ability to transport anhydrous ammonia and increase our liability for releases of our anhydrous ammonia while in the care, custody and control of the railroads, for which our insurance may be insufficient or unavailable. New regulations also could be implemented affecting the equipment used to ship our raw materials or finished products.

Our operations and the production and handling of our nitrogen fertilizer products and methanol involve significant risks and hazards. We are not fully insured against all potential hazards and risks incident to our business. Therefore, our insurance coverage may not adequately cover our losses.

Our operations are subject to hazards inherent in the manufacture, transportation, storage and distribution of chemical products, including ammonia, which is highly toxic and corrosive. These hazards include: explosions; fires; severe weather and natural disasters; train derailments, collisions, vessel groundings and other transportation and maritime incidents; leaks and ruptures involving storage tanks, pipelines and rail cars; spills, discharges and releases of toxic or hazardous substances or gases; deliberate sabotage and terrorist incidents; mechanical failures; unscheduled plant downtime; labor difficulties and other risks. Some of these hazards can cause bodily injury and loss of life, severe

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damage to or destruction of property and equipment and environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties and liabilities.

We maintain property, business interruption, casualty and liability insurance policies, but we are not fully insured against all potential hazards and risks incident to our business. If we were to incur significant liability for which we were not fully insured, it could have a material adverse effect on our business, financial condition, results of operations and cash flows. We are subject to various self-retentions, deductibles and limits under these insurance policies. The policies also contain exclusions and conditions that could have a material adverse impact on our ability to receive indemnification thereunder. Our policies will generally be renewed annually. As a result of market conditions, our premiums, self-retentions and deductibles for certain insurance policies can increase substantially and, in some instances, certain insurance may become unavailable or available only for reduced amounts of coverage. In addition, significantly increased costs could lead us to decide to reduce, or possibly eliminate, coverage.

In April 2013, there was a fire and explosion at the West Fertilizer Co. fertilizer storage and distribution facility in West, Texas. According to published reports, 15 people were killed and approximately 200 people were injured in the incident, and the fire and explosion damaged or destroyed a number of homes and buildings around the facility. We have been named as defendants along with other companies in lawsuits filed in 2013, 2014 and 2015 in the District Court of McLennan County, Texas by the City of West, individual residents of the County and other parties seeking recovery for damages allegedly sustained as a result of the explosion. The cases have been consolidated for discovery and pretrial proceedings in the District Court of McLennan County under the caption "In re: West Explosion Cases." The two-year statute of limitations expired on April 17, 2015. As of that date, over 400 plaintiffs had filed claims, including at least 9 entities, 325 individuals, and 80 insurance companies. Plaintiffs allege various theories of negligence, strict liability, breach of warranty and assault under Texas law. Although we do not own or operate the facility or directly sell our products to West Fertilizer Co., products we have manufactured and sold to others have been delivered to the facility and may have been stored at the West facility at the time of the incident. The Court granted in part and denied in part our Motions for Summary Judgment in August 2015. Three cases, scheduled to begin trial on October 12, 2015, were resolved pursuant to a confidential settlement fully funded by insurance. The remaining cases are in various stages of discovery and pre-trial proceedings. The next ten cases are scheduled to begin trial on February 1, 2016. We believe we have strong legal and factual defenses and intend to continue defending ourselves vigorously in the pending lawsuits. The increased focus on the risks associated with fertilizers as a result of the incident could impact the regulatory environment and requirements applicable to fertilizer manufacturing and storage facilities.

Cyber security risks could result in disruptions in business operations and adverse operating results.

We rely on information technology and computer control systems in many aspects of our business, including internal and external communications, the management of our accounting, financial and supply chain functions and plant operations. Business and supply chain disruptions, plant and utility outages and information technology system and network disruptions due to cyber-attacks could seriously harm our operations and materially adversely affect our operating results. Cyber security risks include attacks on information technology and infrastructure by hackers, damage or loss of information due to viruses, the unintended disclosure of confidential information, the misuse or loss of control over computer control systems, and breaches due to employee error. Our exposure to cyber security risks includes exposure through third parties on whose systems we place significant reliance for the conduct of our business. We have implemented security procedures and measures in order to protect our systems and information from being vulnerable to cyber-attacks. We believe these measures and procedures are appropriate. However, we may not have the resources or technical sophistication to anticipate, prevent, or recover from rapidly evolving types of cyber-attacks. Compromises to our information and control systems could have severe financial and other business implications.

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Adverse weather conditions may decrease demand for our nitrogen fertilizer products, increase the cost of natural gas or materially disrupt our operations.

Weather conditions that delay or disrupt field work during the planting and growing seasons may cause agricultural customers to use different forms of nitrogen fertilizer, which may adversely affect demand for the forms that we sell or may impede farmers from applying our nitrogen fertilizers until the following growing season, resulting in lower demand for our nitrogen fertilizer products.

Adverse weather conditions following harvest may delay or eliminate opportunities to apply nitrogen fertilizer in the fall. Weather can also have an adverse effect on crop yields, which could lower the income of growers and impair their ability to purchase nitrogen fertilizer from our customers. Our quarterly financial results can vary significantly from one year to the next due to weather-related shifts in planting schedules and nitrogen fertilizer purchasing patterns.

Weather conditions or, in certain cases, weather forecasts, also can affect the price of natural gas, the principal raw material used to make our nitrogen fertilizer products and methanol. Colder than normal winters and warmer than normal summers increase the demand for natural gas for power generation and for residential and industrial use, which can increase the cost and/or decrease the availability of natural gas. In addition, adverse weather events such as very low temperatures leading to well freeze-offs or hurricanes affecting the Gulf of Mexico coastal states can impact the supply of natural gas and cause prices to rise.

We may not be able to complete our capacity expansion projects on schedule as planned, on budget or at all due to a number of factors, many of which are beyond our control.

We are constructing new ammonia and urea/UAN plants at our complex in Donaldsonville, Louisiana, new ammonia and urea plants at our complex in Port Neal, Iowa, and a greenfield nitrogen complex in Wever, Iowa, consisting of ammonia and urea/UAN plants. These multi-billion dollar projects are scheduled for completion at various times in late 2015 and in 2016. We will also have a 45% equity interest in the Natgasoline joint venture, which involves the construction of a greenfield methanol production facility in Beaumont, Texas, that is scheduled for completion in 2017.

The design, development, construction and start-up of the new plants are subject to a number of risks, any of which could prevent us from completing the projects on schedule as planned and on budget or at all, including cost overruns, performance of third parties, the inability to obtain necessary permits or to obtain such permits without undue delay, inability to comply with permit terms and conditions, adverse weather, defects in materials and workmanship, labor and raw material shortages, transportation constraints, engineering and construction change orders, errors in the design, construction or start-up, and other unforeseen difficulties, including environmental or geological issues.

These expansion projects are dependent on the availability and performance of the engineering firms, construction firms, equipment suppliers, transportation providers and other vendors necessary to design and build the new units on a timely basis and on acceptable economic terms. If any of the third parties fails to perform as we expect, our ability to meet our expansion goals would be affected. Our ability to recoup damages associated with construction under the relevant construction agreements may be limited and we may need to indemnify and hold the relevant general contractor harmless for certain construction cost overruns.

Our expansion plans may also result in other unanticipated adverse consequences, such as the diversion of management's attention from our existing plants and businesses and other opportunities.

We may not be successful in the expansion of our business.

We routinely consider possible expansions of our business, both within the United States and elsewhere. Major investments in our business, including as a result of acquisitions, partnerships, joint

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ventures, business combination transactions or other major investments require significant managerial resources, the diversion of which from our other activities may impair the operation of our business. We may be unable to identify or successfully compete for certain acquisition targets, which may hinder or prevent us from acquiring a target or completing other transactions. The risks of any expansion of our business through investments, acquisitions, partnerships, joint ventures or business combination transactions are increased due to the significant capital and other resources that we may have to commit to any such expansion, which may not be recoverable if the expansion initiative to which they were devoted is ultimately not implemented. As a result of these and other factors, including general economic risk, we may not be able to realize our projected returns from any future acquisitions, partnerships, joint ventures, business combination transactions or other major investments. Among the risks associated with the pursuit and consummation of acquisitions, partnerships, joint ventures or other major investments or business combination transactions are those involving:

•: difficulties in integrating the parties' operations, systems, technologies, products and personnel;
•: incurrence of significant transaction-related expenses;
•: potential integration or restructuring costs;
•: potential impairment charges related to the goodwill, intangible assets or other assets to which any such transaction relates, in the event that the economic benefits of such transaction prove to be less than anticipated;
•: other, unanticipated costs associated with such transactions;
•: our ability to achieve operating and financial efficiencies, synergies and cost savings;
•: our ability to obtain the desired financial or strategic benefits from any such transaction;
•: the parties' ability to retain key business relationships, including relationships with employees, customers, partners and suppliers;
•: potential loss of key personnel;
•: entry into markets or involvement with products with which we have limited current or prior experience or in which competitors may have stronger positions;
•: assumption of contingent liabilities, including litigation;
•: exposure to unanticipated liabilities;
•: differences in the parties' internal control environments, which may require significant time and resources to resolve in conformity with applicable legal and accounting standards;
•: increased scope, geographic diversity and complexity of our operations;
•: the tax effects of any such transaction; and
•: the potential for costly and time-consuming litigation, including shareholder lawsuits.

International acquisitions, partnerships, joint ventures, business combination or investments and other international expansions of our business involve additional risks and uncertainties, including:

•: the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries;
•: challenges caused by distance and by language and cultural differences;
•: difficulties and costs of complying with a wide variety of complex laws, treaties and regulations;
•: unexpected changes in regulatory environments;

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•: political and economic instability, including the possibility for civil unrest;
•: nationalization of properties by foreign governments;
•: tax rates that may exceed those in the Netherlands, and earnings that may be subject to withholding requirements;
•: the imposition of tariffs, exchange controls or other restrictions; and
•: the impact of currency exchange rate fluctuations.

If we finance acquisitions, partnerships, joint ventures, business combination transactions or other major investments by issuing equity or convertible or other debt securities or loans, our existing shareholders may be diluted or we could face constraints under the terms of, and as a result of the repayment and debt-service obligations under, the additional indebtedness. A business combination transaction between us and another company could result in our shareholders receiving cash or shares of another entity on terms that such shareholders may not consider desirable. Moreover, the regulatory approvals associated with a business combination may result in divestitures or other changes to our business, the effects of which are difficult to predict.

We are subject to numerous environmental, health and safety laws, regulations and permitting requirements, as well as potential environmental liabilities, which may require us to make substantial expenditures.

We are subject to numerous environmental, health and safety laws and regulations in the United States, Canada, the United Kingdom, the Netherlands and the Republic of Trinidad and Tobago, including laws and regulations relating to the generation and handling of hazardous substances and wastes; the cleanup of hazardous substance releases; the discharge of regulated substances to air or water; and the demolition of existing plant sites upon permanent closure. In the United States, these laws include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, which is referred to in this document as CERCLA, the Toxic Substances Control Act and various other federal, state and local laws.

As a nitrogen fertilizer and methanol company working with chemicals and other hazardous substances, our business is inherently subject to spills, discharges or other releases of hazardous substances into the environment. Certain environmental laws, including CERCLA, impose joint and several liability, without regard to fault, for cleanup costs on persons who have disposed of or released hazardous substances into the environment. Given the nature of our business, we have incurred, are incurring currently, and are likely to incur periodically in the future, liabilities under CERCLA and other environmental cleanup laws at our current facilities or facilities previously owned by CF Holdings or other acquired businesses, adjacent or nearby third-party facilities or offsite disposal locations. The costs associated with future cleanup activities that we may be required to conduct or finance may be material. Additionally, we may become liable to third parties for damages, including personal injury and property damage, resulting from the disposal or release of hazardous substances into the environment.

Violations of environmental, health and safety laws can result in substantial penalties, court orders to install pollution-control equipment, civil and criminal sanctions, permit revocations and facility shutdowns. Environmental, health and safety laws change rapidly and have tended to become more stringent over time. As a result, we have not always been and may not always be in compliance with all environmental, health and safety laws and regulations. We may be subject to more stringent enforcement of existing or new environmental, health and safety laws in the future. Additionally, future environmental, health and safety laws and regulations or reinterpretation of current laws and regulations may require us to make substantial expenditures. Our costs to comply with, or any liabilities under, these laws and regulations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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From time to time, our production of anhydrous ammonia has resulted in accidental releases that have temporarily disrupted our manufacturing operations and resulted in liability for administrative penalties and claims for personal injury. To date, our costs to resolve these liabilities have not been material. However, we could incur significant costs if our liability coverage is not sufficient to pay for all or a large part of any judgments against us, or if our insurance carrier refuses coverage for these losses.

We hold numerous environmental and other governmental permits and approvals authorizing operations at each of our facilities. Expansion or modification of our operations is predicated upon securing necessary environmental or other permits or approvals. A decision by a government agency to deny or delay issuing a new or renewed regulatory material permit or approval, or to revoke or substantially modify an existing permit or approval, or a determination that we have violated a law or permit as a result of a governmental inspection of our facilities could have a material adverse effect on our ability to continue operations at our facilities and on our business, financial condition, results of operations and cash flows. On October 1, 2015, the Environmental Protection Agency, which is referred to in this document as the EPA, released a final regulation lowering the national ambient air quality standard for ozone. This action is expected to result in additional areas of the country being classified as being in nonattainment with the ozone standard and subject to more stringent permitting requirements, which in turn could make it much more difficult and expensive to obtain permits to construct new facilities or expand our existing operations.

Regulatory developments could materially adversely affect the market for our methanol.

Changes in environmental, health and safety laws, regulations or requirements relating to formaldehyde or methanol blending in gasoline, such as in the production of methyl tertiary-butyl ether, which is referred to in this document as MTBE, could impact methanol demand. These factors are outside our control.

Some of our customers use the methanol that we produce to manufacture formaldehyde, among other chemicals. Formaldehyde currently represents the largest single demand use for methanol in the United States. Formaldehyde has been classified as a likely carcinogen by the EPA and as a Group 1B carcinogen in the European Union. Changes in environmental, health and safety laws, regulations or requirements relating to formaldehyde could impact methanol demand. In addition, the EPA is evaluating non-cancer risks associated with exposure to methanol.

In 2014, methanol demand for the production of MTBE, a source of octane and an oxygenate for gasoline, represented approximately 10.9% of global methanol demand. MTBE is no longer used as a gasoline additive in the United States but is produced for export markets, where demand for MTBE has continued at strong levels. Demand for methanol for use in MTBE production in the United States could decline materially if export demand is impacted by foreign governmental legislation or policy changes. Governmental efforts in recent years in some countries, primarily in the European Union and Latin America, to promote biofuels and alternative fuels through legislation or tax policy are also putting competitive pressures on the use of MTBE in gasoline in these countries.

Future regulatory restrictions on greenhouse gas emissions in the jurisdictions in which we operate could materially adversely affect our business, financial condition, results of operations and cash flows.

We are subject to greenhouse gas, which is referred to in this document as GHG, regulations in the United Kingdom, Canada, the United States and the Netherlands. In the United States, our existing facilities currently are only subject to GHG emissions reporting obligations, although our new and modified facilities are likely to be subject to GHG emissions standards included in their air permits. Our facilities in the United Kingdom and the Netherlands are subject to regulatory emissions trading systems, which generally require us to hold or obtain emissions allowances to offset GHG

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emissions from those aspects of our operations that are subject to regulation under this program. Our facility in Alberta, Canada is subject to a provincial regulation requiring reductions in the facility's net emissions intensity, which can be met by facility improvements, the purchase of emissions offsets or performance credits, or contributions to a non-profit climate change fund established by Alberta. Alberta has recently announced that it is replacing its current approach with respect to carbon by introducing a carbon tax that applies across all sectors. The carbon tax will be set at $20 per ton (Canadian dollars) effective January 1, 2017, rise to $30 per ton (Canadian dollars) effective January 1, 2018 and increase with the rate of inflation thereafter. In April 2015, the province of Ontario, Canada announced that it intends to implement a GHG cap and trade program. In November 2015, Ontario published a notice seeking comments on the design of its cap and trade system, which notice indicated that Ontario intended to commence operation of the cap and trade program effective January 1, 2017. We also sell diesel exhaust fluid, which is referred to in this document as DEF, which is subject to EPA emissions standards that may become more stringent in the future. There are substantial uncertainties as to the nature, stringency and timing of any future GHG regulations. More stringent GHG limitations, if they are enacted, are likely to have a significant impact on us, because our production facilities emit GHGs such as carbon dioxide and nitrous oxide and because natural gas, a fossil fuel, is a primary raw material used in our nitrogen fertilizer and methanol production processes. Regulation of GHGs may require us to make changes in our operating activities that would increase our operating costs, reduce our efficiency, limit our output, require us to make capital improvements to our facilities, increase our costs for or limit the availability of energy, raw materials or transportation, or otherwise materially adversely affect our business, financial condition, results of operations and cash flows. In addition, to the extent that GHG restrictions are not imposed in countries where our competitors operate or are less stringent than regulations that may be imposed in the United Kingdom, Canada, the United States or the Netherlands, our competitors may have cost or other competitive advantages over us.

Our business could be impacted by acrimonious employee relations, which could adversely affect our operations.

Other than a limited number of employees located in the United Kingdom, none of our employees are currently represented by a labor union; however, employees in certain European countries are represented by a works council in their respective locations as required by local law. Although we consider our employee relations to be good, it cannot be certain that disputes will not emerge with employees or employee representatives of works councils or that union activity will not occur in the future. Such disputes could impact employee performance and workplace relations which could adversely affect our business, financial condition, results of operations and cash flows.

Our operating results fluctuate due to seasonality of the nitrogen fertilizer business. Our inability to predict future seasonal nitrogen fertilizer demand accurately could result in our having excess inventory, potentially at costs in excess of market value, or product shortages.

The nitrogen fertilizer business is seasonal. The degree of seasonality of our nitrogen fertilizer business can change significantly from year to year due to conditions in the agricultural industry and other factors. The strongest demand for our nitrogen fertilizer products occurs during the spring planting season, with a second period of strong demand following the fall harvest. We and our customers generally build nitrogen fertilizer product inventories during the low demand periods of the year to ensure timely product availability during the peak sales seasons. Seasonality is greatest for ammonia due to the short application season and the limited ability of our customers and their customers to store significant quantities of this product. The seasonality of nitrogen fertilizer demand results in our sales volumes and net sales being the highest during the spring and our working capital requirements being the highest just prior to the start of the spring planting season.

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If seasonal demand for nitrogen fertilizer is less than we expect, we may be left with excess nitrogen fertilizer product inventory that will have to be stored (in which case our results of operations will be negatively affected by any related increased storage costs) or liquidated (in which case the selling price may be below our production, procurement and storage costs). The risks associated with excess nitrogen fertilizer product inventory and nitrogen fertilizer product shortages are exacerbated by the volatility of natural gas and nitrogen fertilizer prices and the relatively brief periods during which farmers can apply nitrogen fertilizers. If prices for our nitrogen fertilizer products rapidly decrease, we may be subject to inventory write-downs, adversely affecting our operating results. If seasonal demand for nitrogen fertilizer is greater than we expect, we may experience nitrogen fertilizer product shortages, and customers of ours may turn to our competitors for nitrogen fertilizer products that they would otherwise have purchased from us.

A change in the volume of nitrogen fertilizer products that our customers purchase on a forward basis, or the percentage of our nitrogen fertilizer sales volume that is sold to our customers on a forward basis, could increase our exposure to fluctuations in our profit margins on our nitrogen fertilizer products and materially adversely affect our business, financial condition, results of operations and cash flows.

We offer our customers the opportunity to purchase nitrogen fertilizer products from us on a forward basis at prices and delivery dates we propose. Under our forward sales programs, customers generally make an initial cash down payment at the time of order and pay the remaining portion of the contract sales value in advance of the shipment date. Forward sales of nitrogen fertilizer products improve our liquidity due to the cash payments received from customers in advance of shipment of the product and allow us to improve our nitrogen fertilizer production scheduling and planning and the utilization of our manufacturing and distribution assets.

Any cash payments received in advance from customers in connection with forward sales of our nitrogen fertilizer products are reflected on our consolidated balance sheets as a current liability until the related orders are shipped, which can take up to several months.

We believe the ability to purchase nitrogen fertilizer products on a forward basis is most appealing to our customers during periods of generally increasing prices for nitrogen fertilizers. Our customers may be less willing or even unwilling to purchase nitrogen fertilizer products on a forward basis during periods of generally decreasing or stable prices or during periods of relatively high nitrogen fertilizer prices due to the expectation of lower prices in the future or limited capital resources. In periods of rising nitrogen fertilizer prices, selling our nitrogen fertilizer products on a forward basis may result in lower profit margins than if we had not sold our nitrogen fertilizer products on a forward basis. Conversely, in periods of declining nitrogen fertilizer prices, selling our nitrogen fertilizer products on a forward basis may result in higher profit margins than if we had not sold our nitrogen fertilizer products on a forward basis. In addition, fixing the selling prices of our nitrogen fertilizer products, often months in advance of their ultimate delivery to customers, typically causes our reported nitrogen fertilizer product selling prices and margins to differ from spot market prices and margins available at the time of shipment.

Our business is subject to risks involving derivatives, including the risk that our hedging activities might not prevent losses.

We often utilize natural gas derivatives to hedge our financial exposure to the price volatility of natural gas, the principal raw material used in the production of nitrogen fertilizer and methanol. We have used fixed-price, physical purchase and sales contracts, futures, financial swaps and option contracts traded in the over-the-counter markets or on exchanges. In order to manage our exposure to changes in foreign currency exchange rates, from time to time, we may use foreign currency derivatives, primarily forward exchange contracts.

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Our use of derivatives can result in volatility in reported earnings due to the unrealized mark-to-market adjustments that occur from changes in the value of the derivatives that do not qualify for, or to which we do not apply, hedge accounting. To the extent that our derivative positions lose value, we may be required to post collateral with our counterparties, adversely affecting our liquidity.

Hedging arrangements are imperfect and unhedged risks will always exist. In addition, our hedging activities may themselves give rise to various risks that could adversely affect us. For example, we are exposed to counterparty credit risk when our derivatives are in a net asset position. The counterparties to our derivatives are either multi-national commercial banks, major financial institutions or large energy companies. We monitor the derivative portfolio and credit quality of our counterparties and adjust the level of activity we conduct with individual counterparties as necessary. We also manage the credit risk through the use of multiple counterparties, credit limits, credit monitoring procedures, cash collateral requirements and master netting arrangements. However, our liquidity could be negatively impacted by a counterparty default on settlement of one or more of our derivative financial instruments.

We are reliant on a limited number of key facilities.

Our nitrogen production operations are concentrated in 11 separate nitrogen complexes (which will become 12 complexes when the Wever project is operational), the largest of which is the Donaldsonville complex, which currently represents approximately 30% of our ammonia production capacity and will represent approximately 33% of our ammonia production capacity after the Donaldsonville, Port Neal and Wever capacity expansion projects are fully operational. One of these complexes, the Beaumont facility, is also our sole methanol production site. The suspension of operations at any of these complexes could adversely affect our ability to produce our nitrogen fertilizer products and methanol and fulfill our commitments, and could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, our Donaldsonville and Beaumont complexes and our Natgasoline joint venture, which is constructing a methanol production facility near Beaumont, Texas, are located in an area of the United States that experiences a relatively high level of hurricane activity and our other complexes are located in areas that experience severe weather. Such storms, depending on their severity and location, have the potential not only to damage our facilities and disrupt our operations, but also to adversely affect the shipping and distribution of our products and the supply and price of natural gas in the respective regions. Moreover, our facilities may be subject to failure of equipment that may be difficult to replace and could result in operational disruptions.

We are exposed to risks associated with our joint ventures.

We participate in joint ventures including Point Lisas Nitrogen Limited (which owns a nitrogen production facility in the Republic of Trinidad and Tobago), which is referred to in this document as PLNL, Natgasoline (which is constructing a methanol production facility near Beaumont, Texas), FITCO (which is an importer of nitrogen fertilizers into Brazil) and various joint ventures related to our nitrogen fertilizer production facility in Geleen, the Netherlands. Our joint venture partners may share a measure of control over the operations of our joint ventures. As a result, our investments in joint ventures involve risks that are different from the risks involved in owning facilities and operations independently. These risks include the possibility that our joint ventures or our partners: have economic or business interests or goals that are or become inconsistent with our economic or business interests or goals; are in a position to take action contrary to (or have veto rights over) our instructions, requests, policies or objectives; subject a joint venture to liabilities exceeding those contemplated; take actions that reduce our return on investment; or take actions that harm our reputation or restrict our ability to run our business.

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In addition, we may become involved in disputes with our joint venture partners, which could lead to impasses or situations that could harm the joint venture, which could reduce our revenues or increase our costs.

Our PLNL joint venture operates an ammonia plant that relies on natural gas supplied by The National Gas Company of Trinidad and Tobago Limited, which is referred to in this document as NGC. The joint venture has experienced natural gas curtailments due to major maintenance activities being conducted at natural gas facilities and decreased gas exploration and development activity in Trinidad. These curtailments have continued into 2015 and we are unable to predict when the curtailments will cease to occur. Failure to secure a long-term gas supply from NGC on a cost effective basis could adversely affect our ability to produce ammonia at the joint venture which could result in impairment to the value of the joint venture, and could have a material adverse effect on our results of operations.

Acts of terrorism and regulations to combat terrorism could negatively affect our business.

Like other companies with major industrial facilities, we may be targets of terrorist activities. Many of our plants and facilities store significant quantities of ammonia and other materials that can be dangerous if mishandled. Any damage to infrastructure facilities, such as electric generation, transmission and distribution facilities, or injury to employees, who could be direct targets or indirect casualties of an act of terrorism, may affect our operations. Any disruption of our ability to produce or distribute our nitrogen fertilizer products and methanol could result in a significant decrease in revenues and significant additional costs to replace, repair or insure our assets, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Due to concerns related to terrorism or the potential use of certain fertilizers as explosives, we are subject to various security laws and regulations. In the United States, these security laws include the Maritime Transportation Security Act of 2002 and the Chemical Facilities Anti-Terrorism Standards regulation. In addition, President Obama issued Executive Order 13650 Improving Chemical Facility Safety and Security to improve chemical facility safety in coordination with owners and operators. Governmental entities could implement new or impose more stringent regulations affecting the security of our plants, terminals and warehouses or the transportation and use of fertilizers. These regulations could result in higher operating costs or limitations on the sale of our nitrogen fertilizer products and could result in significant unanticipated costs, lower revenues and reduced profit margins. We manufacture and sell certain nitrogen fertilizers that can be used as explosives. It is possible that governmental entities in the United States or elsewhere could impose additional limitations on the use, sale or distribution of nitrogen fertilizers, thereby limiting our ability to manufacture or sell those products, or that illicit use of our nitrogen fertilizer products could result in liability for us.

We are subject to risks associated with international operations.

Our international business operations are subject to numerous risks and uncertainties, including difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations; unexpected changes in regulatory environments; currency fluctuations; tax rates that may exceed those in the Netherlands; earnings that may be subject to withholding requirements; and the imposition of tariffs, exchange controls or other restrictions.

Our principal reporting currency is the U.S. dollar and our business operations and investments outside the United States increase our risk related to fluctuations in foreign currency exchange rates. The main currencies to which we are exposed, besides the U.S. dollar, are the British pound and the Euro. We may selectively reduce some foreign currency exchange rate risk by, among other things, requiring contracted purchases of our products to be settled in, or indexed to, the U.S. dollar or a currency freely convertible into U.S. dollars, or hedging through foreign currency derivatives. These

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efforts, however, may not be effective and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to anti-corruption laws and regulations and economic sanctions programs in various jurisdictions, including the U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010, and economic sanctions programs administered by the United Nations, the European Union and the Office of Foreign Assets Control of the U.S. Department of the Treasury, and regulations set forth under the Comprehensive Iran Accountability Divestment Act. As a result of doing business internationally, we are exposed to a risk of violating anti-corruption laws and sanctions regulations applicable in those countries where we, our partners or agents operate. Violations of anti-corruption and sanctions laws and regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. The violation of applicable laws by our employees, consultants, agents or partners could subject us to penalties and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are subject to antitrust and competition laws in various countries throughout the world. We cannot predict how these laws or their interpretation, administration and enforcement will change over time. Changes in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future operations and growth.

Our investments in securities are subject to risks that may result in losses.

We generally invest cash and cash equivalents from our operations in what we believe to be relatively short-term, highly liquid and high credit quality instruments, including notes and bonds issued by governmental entities or corporations and money market funds. Securities issued by governmental entities include those issued directly by the United States government, those issued by state, local or other governmental entities, and those guaranteed by entities affiliated with governmental entities. Our investments are subject to fluctuations in both market value and yield based upon changes in market conditions, including interest rates, liquidity, general economic and credit market conditions and conditions specific to the issuers.

Due to the risks of investments, we may not achieve expected returns or may realize losses on our investments, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Deterioration of global market and economic conditions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

A slowdown of, or persistent weakness in, economic activity caused by a deterioration of global market and economic conditions could adversely affect our business in the following ways, among others: conditions in the credit markets could affect the ability of our customers and their customers to obtain sufficient credit to support their operations; the failure of our customers to fulfill their purchase obligations could result in increases in bad debts and impact our working capital; and the failure of certain key suppliers could increase our exposure to disruptions in supply or to financial losses. We also may experience declining demand and falling prices for some of our products due to our customers' reluctance to replenish inventories. The overall impact of a global economic downturn on us is difficult to predict, and our business could be materially adversely impacted.

In addition, conditions in the international market for nitrogen fertilizers significantly influence our operating results. The international market for nitrogen fertilizers is influenced by such factors as currency exchange rates, including the relative value of the U.S. dollar and its impact upon the cost of importing of nitrogen fertilizers into the United States, foreign agricultural policies, the existence of, or

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changes in, import or foreign currency exchange barriers in certain foreign markets and the laws and policies of the markets in which we operate that affect foreign trade and investment.

CF Holdings and New CF are entitled to indemnification by OCI under the terms of the combination agreement but OCI may fail to satisfy its indemnification obligations.

The combination agreement provides that OCI will indemnify each of CF Holdings, its subsidiaries and affiliates, against, and hold harmless from and against, any and all claims, actions, causes of action, proceedings, arbitrations, losses, damages, liabilities, judgments, fines, amounts, penalties, assessments and expenses (including reasonable attorneys' fees and costs of investigation and defense) sustained that, directly or indirectly, arise out of various matters, including, among others, breaches of representations and warranties made by OCI in the combination agreement and any breach or nonfulfillment by OCI under any agreement or covenant in the combination agreement. OCI has also agreed to indemnify New CF and CF Holdings against certain tax actions, including taxes imposed on or in respect of the purchased companies and their acquired subsidiaries for any pre-closing period. Certain of the indemnity obligations are subject to applicable limits. For more information, see "Combination Agreement—Indemnification" and "Combination Agreement—Tax Matters." Following the closing of the combination, OCI and its business will be subject to a number of risks as set forth in "—Risk Factors Relating to OCI Following the Combination." If OCI is unable to meet its indemnification obligations under the terms of the combination agreement or if the indemnifiable losses exceed any applicable maximum cap, New CF and CF Holdings would be adversely affected.

New CF and CF Holdings may be obligated to indemnify OCI in accordance with the combination agreement.

The combination agreement provides that New CF and CF Holdings will jointly and severally indemnify each of OCI and its subsidiaries and affiliates against, and hold them harmless from and against, any and all claims, actions, causes of action, proceedings, arbitrations, losses, damages, liabilities, judgments, fines, amounts, penalties, assessments and expenses (including reasonable attorneys' fees and costs of investigation and defense) sustained that, directly or indirectly, arise out of or result from (i) breaches of representations and warranties made by New CF or CF Holdings in the combination agreement; (ii) any breach or nonfulfillment by New CF or CF Holdings under any agreement or covenant in the combination agreement; and (iii) the ENA business and their subsidiaries or their respective businesses, operations, properties or assets after the closing. New CF has also agreed to indemnify OCI against any taxes imposed on or in respect of the purchased companies and their acquired subsidiaries for any post-closing period.

New CF and CF Holdings are unable to predict the amount, if any, that may be required for it to satisfy their indemnification obligations under the combination agreement, except to the extent of the minimum threshold, cap and de minimis amount set forth in the combination agreement. For more information, see "Combination Agreement—Indemnification" and "Combination Agreement—Tax Matters."

Members of the Sawiris family, who collectively own a majority of the shares of OCI, also collectively own 51% of the shares of Orascom Construction Limited, which is the general contractor responsible for the construction of the ENA business' Wever facility and the Natgasoline joint venture facility, and the ENA business may not be able to continue to benefit from the Sawiris family's relationship with Orascom Construction upon completion of the combination should any disputes with Orascom Construction arise.

OCI has entered into engineering, procurement and construction contracts, which is referred to in this document as the EPC contracts, with Orascom E&C USA Inc., a wholly-owned subsidiary of Orascom Construction Limited, which is referred to in this document as Orascom Construction, for the development of the Wever facility and the Natgasoline joint venture facility. Orascom Construction was spun off from OCI in March 2015 when OCI completed the demerger of its engineering and

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construction business from its fertilizer and chemicals business, and is a publicly listed company dual listed on NASDAQ Dubai and the Egyptian Exchange. Members of the Sawiris family (principally OCI's founder Onsi Sawiris and his sons Nassef Sawiris and Samih Sawiris), which is referred to in this document as the Sawiris family, as of November 30, 2015, collectively own approximately 51% of the shares outstanding of Orascom Construction, and Nassef Sawiris, the Chief Executive Officer and an executive director of OCI, is also the chairman of the Orascom Construction board of directors. In addition, Salman Butt, the OCI Chief Financial Officer and an executive director of OCI, also serves on the Orascom Construction board of directors. See the section entitled "Ordinary Share Ownership of Certain Beneficial Owners of OCI—Sawiris Family Ownership of Shares of OCI" for more information on the Sawiris family interests in OCI.

A commercial relationship between OCI and Orascom Construction is on-going in respect of the construction of each of the Wever facility and the Natgasoline joint venture facility on an arms' length basis, and a commercial relationship will remain on-going on an arms' length basis between New CF (with respect to each of the Wever facility and the Natgasoline joint venture facility), OCI (with respect to the Natgasoline joint venture facility) and Orascom Construction upon completion of the combination. The EPC contracts OCI entered into with Orascom Construction were originally negotiated while Orascom Construction was still a wholly-owned subsidiary of OCI.

The Sawiris family will have interests in New CF upon completion of the combination, as described in the sections entitled "Ordinary Share Ownership of Certain Beneficial Owners of OCI—Sawiris Family Ownership of Shares of OCI" and "Shareholders' Agreement," and will continue to own significant percentages of both OCI and Orascom Construction. Upon completion of the combination, the ENA business may not be able to continue to benefit from the Sawiris family's relationship with Orascom Construction should disputes under the EPC contracts arise.

Risk Factors Relating to OCI Following the Combination

Following the closing, OCI's existing risks are likely to be even more material to OCI than they have been historically.

OCI is subject to a number of risks, including, but not limited to, risks associated with business, competition, commodities, weather, cyclicality, macro-economics, environment, work stoppages, regulation and governmental interaction, litigation, customers, suppliers and joint venture partners. Following the closing of the transactions contemplated by the combination agreement, these risks are likely to be even more material to OCI than they have been historically.

OCI is subject to economic, social and political conditions and uncertainty in the Middle East and North Africa that could have an adverse impact on OCI's business.

For the six months ended June 30, 2015, OCI's operations in the Middle East and North Africa, which is referred to in this document as the MENA region, comprised 25.7% of its consolidated revenues. Following the closing of the combination, OCI's business in the MENA region will form a more significant portion of OCI's total operations. Following the closing, OCI's only operations outside the MENA region will be in the Netherlands (in the form of BioMCN, a wholly-owned methanol producer) and in the U.S. (in the form of the 55% stake in the Natgasoline joint venture that will be retained by OCI following the closing of the combination).

Increased political and economic instability in the MENA region could reduce foreign direct investment in the region and lead to capital outflows and increased volatility in regional markets, among other results. To the extent it affects OCI's operations or its customers, economic, social or political instability could materially adversely impact OCI's business, results of operations and future financial performance. OCI's ability to operate its businesses regularly and its willingness to commit new resources or investments may be affected or disrupted by economic, social or political instability,

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potentially resulting in reductions in revenue, increases in taxes, increases in other expenses, restrictions on repatriating funds and difficulties in recruiting staff.

In addition, lack of certainty regarding the legal and regulatory framework in certain jurisdictions in which OCI operates could result in arbitrary actions such as suspension or termination of OCI's licenses and affect OCI's ability to protect its rights under its licences and contracts and to defend itself against claims by others and could have a material adverse effect on OCI's business, financial condition, results of operations and/or prospects.

Moreover, OCI does business, and may continue to do business in the future, in countries and regions where governmental corruption has been known to exist, and where OCI may face, directly or indirectly, corrupt demands by officials, or the risk of unauthorized payments or offers of payments (including in violation of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and legislation promulgated pursuant to the 1997 Organisation for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, as applicable) by employees, consultants, sponsors or agents for which OCI could be held responsible. Although OCI is committed to conducting business in a legal and ethical manner, OCI's existing and future anti-corruption policies and safeguards may not be fully effective in preventing actions that violate U.S. or other jurisdictions' anticorruption laws. Violation of these laws could result in severe criminal or civil sanctions or other liabilities such as costs associated with investigations, and could materially damage OCI's reputation and OCI's business, results of operations and financial condition. Conversely, compliance with these laws may place OCI at a competitive disadvantage should OCI face corrupt demands by officials, which could also damage OCI's business, results of operations and financial condition.

In addition, OCI is required to comply with applicable export controls, economic sanctions and international trade laws and regulations, which are subject to change at any time based on social and political conditions. Violation of these laws and regulations could result in penalties, which could have a material adverse effect on OCI's reputation, business and financial condition.

OCI does business in locations where it is exposed to greater-than-average risk of adverse sovereign action.

OCI does business in locations where it is exposed to greater-than-average risk of adverse sovereign action, including overt or effective expropriation or nationalization of property. OCI's joint venture partners also conduct business in such locations. In the past, countries in which OCI does business, including Egypt, have adopted protective policies including the nationalization of major private enterprises and some governments have repudiated or renegotiated contracts with, or expropriated assets from, companies operating in their countries. Governments may also implement export controls on certain products or place restrictions on foreign ownership or operation of certain assets. There can be no assurance that the governments of the countries in which OCI operates will not adopt such policies in the future, which could each have a material adverse effect on OCI's business, results of operations, financial condition and prospects.

The governments of the countries in which OCI operates could also impose foreign exchange and currency control restrictions that could have an adverse impact on OCI's revenues if OCI is prevented from receiving dividends from its subsidiaries or if these restrictions affect its ability to procure external financing or supply contracts with foreign companies. For example, Egyptian exchange controls prevent the transfer of Egyptian pounds out of Egypt and, therefore, the ability of OCI Egyptian subsidiaries to pay dividends is limited by fluctuating foreign currency exchange rates and, occasionally, the unavailability of foreign currency in Egypt.

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Immediately following the closing of the combination, OCI's increased leverage ratio and reduction of cash flows could adversely affect its ability to meet its obligations and raise additional debt for growth initiatives.

As of June 30, 2015, on a pro forma basis after giving effect to the transactions contemplated by the combination agreement, OCI's total indebtedness would have been approximately $1.78 billion. Additionally, given the loss of cash flows generated by the ENA business, OCI's cash flows following the transaction will be significantly lower than the cash flows that OCI has experienced in the past.

Following the closing, OCI's increased leverage ratio and reduced cash flows could adversely impact its business, including by:

•: making it more difficult for OCI to make payments to creditors or refinance its debts as they become due;
•: increasing OCI's vulnerability to general economic and industry conditions by limiting OCI's ability to adjust to changing market conditions;
•: requiring a substantial portion of cash flow from operations to be used to pay off principal and interest on indebtedness, thereby reducing OCI's ability to use its cash flow to fund operations, capital expenditures, research and development and future business opportunities;
•: restricting OCI from taking advantage of significant business opportunities, including strategic acquisitions or causing OCI to make non-strategic divestitures; and
•: limiting OCI's ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes.

Should OCI fail to meet its obligations going forward, a court could deem the sale of the ENA business or certain internal restructuring transactions undertaken by OCI in connection therewith to be a fraudulent conveyance or transfer, in which case a court could void the transactions or impose substantial liabilities upon OCI. Whether a transaction is a fraudulent conveyance or transfer will vary depending upon the jurisdiction whose law is being applied.

OCI may be obligated to indemnify New CF in accordance with the combination agreement and may be obligated to indemnify Orascom Construction in connection with the Natgasoline project.

The combination agreement provides that OCI will indemnify each of CF Holdings, its subsidiaries and affiliates, against, and hold harmless from and against, any and all claims, actions, causes of action, proceedings, arbitrations, losses, damages, liabilities, judgments, fines, amounts, penalties, assessments and expenses (including reasonable attorneys' fees and costs of investigation and defense) sustained that, directly or indirectly, arise out of or result from (i) breaches of representations and warranties made by OCI in the combination agreement; (ii) any breach or nonfulfillment by OCI under any agreement or covenant in the combination agreement; (iii) OCI and its subsidiaries (other than the ENA business and their subsidiaries) or their respective businesses, operations, properties or assets, whether before or after the closing; (iv) certain matters relating to the construction of OCI's facility in Wever, Iowa; (v) any claims or any proceedings by or on behalf of any holder of convertible bonds relating to, arising out of or in connection with the combination; and (vi) the amount, if any, by which the actual net debt of the ENA business exceeds the estimated amount of net debt. OCI has also agreed to indemnify New CF and CF Holdings against certain tax actions, including taxes imposed on or in respect of the purchased companies and their acquired subsidiaries for any pre-closing period.

Pursuant to the combination agreement, OCI has agreed to indemnify New CF for certain matters relating to the construction of the Wever facility, as described in the section entitled "Combination Agreement—Indemnification."

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Separate from its combination agreement indemnification obligations and in connection with the demerger of Orascom Construction from OCI, OCI entered into a letter agreement with Orascom Construction, pursuant to which OCI agreed to indemnify Orascom Construction for certain liabilities under the EPC contract for the Wever facility, capped at $150 million, and OCI paid $150 million to Orascom Construction in the third quarter of 2015 pursuant to such letter agreement. Natgasoline LLC has agreed to indemnify Orascom Construction for certain matters regarding construction of the Natgasoline joint venture facility, and OCI agreed to indemnify Orascom Construction for the increased liability incurred under the amended Natgasoline EPC contract and the obligation is capped at $150 million. The indemnity covers any costs Orascom Construction might incur under the original reimbursable portion of the Natgasoline EPC contract in excess of change orders originally budgeted at $300 million which was amended into a fixed price EPC contract. Separately under the indemnity, OCI also agrees to pay Orascom Construction for any claim or change order under the amended EPC contract, capped at $50 million.

OCI is unable to predict the amount, if any, that may be required for it to satisfy its indemnification obligations under the combination agreement, except to the extent of the minimum threshold, cap and de minimis amount set forth in the combination agreement. For more information, see "Combination Agreement—Indemnification" and "Combination Agreement—Tax Matters." OCI is also unable to predict the amount, if any, that may be required to indemnify Orascom Construction in connection with the Natgasoline project.

The 55% stake in the Natgasoline joint venture to be retained by OCI following the closing is subject to a purchase option granted in favor of CF Holdings.

Following the closing of the transactions contemplated by the combination agreement, one of OCI's principal remaining assets will be its 55% interest in Firewater One, the indirect parent of Natgasoline LLC. Pursuant to the terms of the Natgasoline joint venture, OCI granted CF Holdings the right to purchase this entire remaining interest in Firewater One for a price equal to $632.5 million, subject to escalation using a compound interest rate. CF Holdings will retain this call option until the later of (i) August 6, 2018 and (ii) twelve months from satisfaction of all conditions required for substantial completion of the construction on the Natgasoline project. There can be no guarantee that this purchase option correctly values OCI's remaining interest in Firewater One, particularly because it is expected that CF Holdings' purchase option will remain in effect both before and after the Natgasoline project is commissioned. OCI has therefore assumed the risk that its retained 55% stake in Firewater One may appreciate in value in excess of the $632.5 million purchase option at any point during the period that CF Holdings may exercise its option. For more information, see "Natgasoline Joint Venture—Transfer Restrictions and Exit Provisions—Call Option."

From time to time, OCI or its subsidiaries may, before or after closing, enter into commercial arrangements with the ENA business, CF Holdings and/or New CF.

Apart from the transactions contemplated by the combination agreement, OCI may in the future enter into commercial arrangements with the ENA business, CF Holdings and/or New CF. These arrangements may be entered into before or after closing of the combination, subject to certain regulatory constraints and applicable law. It is intended that any agreements will be arms'-length transactions. There is no guarantee, however, that OCI will be able to enter into desired commercial arrangements with the ENA business, CF Holdings and/or New CF. Furthermore, should OCI enter into such arrangements, there is no guarantee that they will be profitable for OCI.

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The value of your OCI shares will likely be substantially diminished after the transactions contemplated by the combination agreement.

The ENA business that will be transferred to New CF upon closing of the transactions contemplated by the combination agreement represents a substantial portion of the assets of OCI. Accordingly, it is likely that the price of OCI shares will decline following the distribution of New CF ordinary shares to the OCI holders.

The value of New CF ordinary shares to be retained by OCI following the closing of the combination may decline before all shares are sold.

The dollar value of the New CF ordinary shares retained by OCI following the distribution will depend on (i) the number of New CF ordinary shares that OCI determines to retain and (ii) the market value of the New CF ordinary shares in the future. Accordingly, OCI cannot predict with certainty the value of the New CF ordinary shares that it may retain. For more information, see "Combination Agreement—The Distribution."

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

All statements in this document made by New CF, CF Holdings and OCI and the documents incorporated into it by reference, other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project" and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond New CF's, CF Holdings' and OCI's control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about the benefits, expected timing of closing and other aspects of the transactions contemplated by the combination agreement and the CHS strategic venture; statements about future strategic plans; and statements about future financial and operating results.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, CF Holdings', OCI's and the ENA business' ability to manage indebtedness; risks and uncertainties arising from the possibility that the CHS strategic venture as contemplated may be delayed or may not take effect at all; difficulties associated with the operation or management of the CHS strategic venture; risks and uncertainties relating to the market prices of the nitrogen fertilizer products that are the subject of the CHS supply agreement over the life of the supply agreement; and risks that disruptions from the CHS strategic venture as contemplated will harm CF Holdings' other business relationships; the volatility of natural gas prices in North America and Europe; the cyclical nature of CF Holdings' business, the ENA business and the agricultural sector; the global commodity nature of nitrogen fertilizer and methanol products, the impact of global supply and demand on CF Holdings' and the ENA business' selling prices, and the intense global competition from other producers; conditions in the U.S. and European agricultural industry; difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery; reliance on third party providers of transportation services and equipment; the significant risks and hazards involved in producing and handling CF Holdings' and the ENA business' products (risks against which CF Holdings and the ENA business may not be fully insured); risks associated with cyber security; weather conditions; CF Holdings' and the ENA business' ability to complete their production capacity expansion projects on schedule as planned, on budget or at all; risks associated with expansions of CF Holdings' business and the ENA business, including unanticipated adverse consequences and the significant resources that could be required; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; future regulatory developments related to uses of methanol; future regulatory restrictions and requirements related to GHG emissions; risk associated with employee relations; the seasonality of the nitrogen fertilizer business; the impact of changing market conditions on CF Holdings' nitrogen fertilizer forward sales programs; risks involving derivatives and the effectiveness of CF Holdings' and the ENA business' risk measurement and hedging activities; CF Holdings' and the ENA business' reliance on a limited number of key facilities; risks associated with joint ventures; acts of terrorism and regulations to combat terrorism; risks associated with international operations; losses on investments in securities; deterioration of global market and economic conditions; and indemnification obligations.

Other important factors relating to the transactions contemplated by the combination agreement that could cause actual results to differ materially from those in the forward-looking statements include, among others: the risk that the transactions contemplated by the combination agreement are not accorded the tax and accounting treatment anticipated by the parties to the combination agreement; the effect of future regulatory or legislative actions on New CF, CF Holdings and the ENA business; risks and uncertainties relating to the ability to obtain the requisite approvals of shareholders of CF Holdings and shareholders of OCI with respect to the transactions contemplated by the combination agreement; the risk that governmental or regulatory actions delay the transactions

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contemplated by the combination agreement or result in the imposition of conditions that could reduce the anticipated benefits from such transactions or cause the parties to abandon such transactions; the risk that a condition to closing of the transactions contemplated by the combination agreement may not be satisfied; the length of time necessary to consummate the transactions contemplated by the combination agreement; the risk that CF Holdings and the ENA business are subject to business uncertainties and contractual restrictions while the combination is pending (including the risk that CF Holdings is limited from engaging in alternative transactions and could be required in certain circumstances to pay a termination fee); the risk that the transactions contemplated by the combination agreement or the prospect of such transactions disrupts or makes it more difficult to maintain existing relationships or impedes establishment of new relationships with customers, employees or suppliers; diversion of management time on transaction-related issues; the risk that New CF, CF Holdings and the ENA business are unable to retain and hire key personnel; the risk that closing conditions related to the Natgasoline joint venture may not be satisfied or waived; the risk that New CF, CF Holdings and the ENA business will incur costs that exceed expectations; the risk that the businesses of CF Holdings and the ENA business will not be integrated successfully; the risk that the cost savings and any other synergies from the transactions contemplated by the combination agreement may not be fully realized or may take longer to realize than expected; the risk that access to financing, including for refinancing of indebtedness of the ENA business or CF Holdings, may not be available on a timely basis and on reasonable terms; unanticipated costs or liabilities associated with the financing related to the transactions contemplated by the combination agreement; the risk that the credit ratings of New CF and CF Holdings, including such ratings taking into account the transactions contemplated by the combination agreement and related financing, may differ from the parties' expectations; risks associated with the New CF's management of new operations and geographic markets; and the risk that the ENA business is unable to complete its current production capacity development and improvement projects on schedule as planned, on budget or at all.

The foregoing list of factors is not exhaustive. More detailed information about factors that may affect CF Holdings' performance and could cause actual results to differ materially from those in any forward-looking statements may be found in this document in the section entitled "Risk Factors" and CF Holdings' filings with the SEC, which are incorporated herein by reference and available in the Investor Relations section of CF Holdings' web site. Forward-looking statements are given only as of the date of this document and CF Holdings and OCI disclaim any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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THE SPECIAL MEETING OF CF HOLDINGS SHAREHOLDERS

General

This document is being provided to CF Holdings shareholders as part of a solicitation of proxies by the CF Holdings board of directors for use at the special meeting of CF Holdings shareholders to be held at the time and place specified below, and at any adjournment or postponement thereof. This document provides CF Holdings shareholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of CF Holdings shareholders will be held at on , 201 , at , local time.

Purpose of the Special Meeting of CF Holdings Shareholders

At the special meeting, CF Holdings shareholders will be asked to consider and vote on:

1.: a proposal to adopt the combination agreement and approve the merger;
2.: a proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination; and
3.: a proposal to adjourn the special meeting of CF Holdings shareholders, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the combination agreement and approve the merger.

Recommendation of the CF Holdings Board of Directors

After careful consideration, the CF Holdings board of directors has unanimously approved the combination agreement and the transactions contemplated thereby, determined that the combination agreement and the transactions contemplated thereby are advisable to and in the best interests of CF Holdings and its shareholders, directed that the adoption of the combination agreement be submitted to a vote at a meeting of the CF Holdings shareholders and resolved to recommend that the CF Holdings shareholders vote to adopt the combination agreement and approve the merger of MergerCo with and into CF Holdings at such special meeting of CF Holdings shareholders. ACCORDINGLY, THE CF HOLDINGS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CF HOLDINGS SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ADOPT THE COMBINATION AGREEMENT AND APPROVE THE MERGER, "FOR" THE PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO CF HOLDINGS' NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATED TO THE PROPOSED COMBINATION AND "FOR" THE ADJOURNMENT PROPOSAL.

Record Date; Shareholders Entitled to Vote

The CF Holdings board of directors has fixed the close of business on , 201 as the record date for determination of CF Holdings shareholders entitled to receive notice of, and to vote at, the special meeting of CF Holdings shareholders or any adjournments or postponements thereof. Only holders of record of issued and outstanding shares of CF Holdings common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournments thereof of longer than 30 days.

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At the close of business on , there were shares of CF Holdings common stock issued and outstanding and entitled to vote at the special meeting. CF Holdings shareholders are entitled to one vote for each share of CF Holdings common stock they owned as of the close of business on the record date.

Quorum

The holders of a majority of the CF Holdings common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, shall constitute a quorum at the special meeting. Shareholders who have submitted properly executed or transmitted proxies that are marked "abstain" will be treated as "present" for these purposes. A quorum is not required in order to vote on the adjournment proposal. Broker non-votes, will not be counted for purposes of determining whether a quorum is present at the CF Holdings special meeting.

Required Vote

Pursuant to the DGCL and CF Holdings' bylaws, approval of the proposal to adopt the combination agreement and approve the merger requires the affirmative vote of the holders of a majority of the issued and outstanding shares of CF Holdings common stock outstanding and entitled to vote on the matter at the special meeting of CF Holdings shareholders. Approval of the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination and the adjournment proposal require the affirmative vote of a majority of the shares present in person or represented by proxy at the special meeting and entitled to vote thereon.

Failures to Submit a Proxy or Attend the Special Meeting of CF Holdings Shareholders, Broker Non-Votes and Abstentions

If you hold your shares of CF Holdings common stock through a bank, brokerage firm, dealer, trust company or other nominee (that is, in "street name") and do not provide voting instructions to your bank, brokerage firm, dealer, trust company or other nominee, your shares will not be voted on any proposal on which your bank, brokerage firm, dealer, trust company or other nominee does not have discretionary authority to vote. In this case, a "broker non-vote" occurs.

If you fail to submit a proxy or attend the special meeting of CF Holdings shareholders, fail to instruct your bank, brokerage firm, dealer, trust company or other nominee to vote, or mark your proxy or voting instructions to abstain, it will have the effect of a vote "AGAINST" the proposal to adopt the combination agreement and approve the merger.

If you fail to submit a proxy or attend the special meeting, or fail to instruct your bank, brokerage firm, dealer, trust company or other nominee to vote, it will have no effect on the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination or the adjournment proposal. If you mark your proxy or voting instructions to abstain, it will have the effect of a vote "AGAINST" the proposal to approve, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination and the adjournment proposal.

How to Vote Your Shares

Registered shareholders may vote (i) in person at the special meeting of CF Holdings shareholders; (ii) through the Internet by logging onto the website indicated on the enclosed proxy card; (iii) by telephone using the toll-free telephone number listed on the enclosed proxy card; or (iv) by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope

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provided. If shareholders hold their CF Holdings common stock in "street name" with a bank, brokerage firm, dealer, trust company or other nominee, only they can exercise the shareholders right to vote with respect to the shares. Shareholders should follow the instructions provided to them by their bank, brokerage firm, dealer, trust company or other nominee to authorize a proxy to vote their shares. If shareholders want to vote in person at the special meeting and the shareholders hold their stock in "street name", the shareholders must obtain "legal" proxy from their broker and bring that proxy to the special meetings.

Voting of Proxies

When you provide your proxy, the shares of CF Holdings common stock represented by the proxy will be voted in accordance with your instructions. If you sign your proxy card without giving instructions, you will have granted authority to the named proxies solicited by CF Holdings, which are referred to in this document as named proxies, to vote "FOR" the adoption of the combination agreement and approval of the merger, on a non-binding advisory basis, the compensation that will or may become payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination, and the adjournment proposal. In all cases, the delivery of a signed proxy card shall confer authority upon the named proxies to vote your shares in accordance with their judgment on any other matters properly presented at the special meeting of CF holdings shareholders. The CF Holdings board of directors currently knows of no other business that will be presented for consideration at the special meeting.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, PLEASE SUBMIT YOUR PROXY PROMPTLY BY TELEPHONE, BY INTERNET OR BY MAIL, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON.

Revocation of Proxies

If you are a shareholder of record, you may revoke your proxy at any time before it is exercised in any one of four ways: (i) by giving written notice of revocation to the corporate secretary, (ii) by submitting a subsequently dated and properly signed proxy card in accordance with the instructions in this document, (iii) by granting a subsequent proxy by telephone or through the Internet or (iv) by attending the special meeting of CF Holdings shareholders and requesting that your previously submitted proxy not be used and voting in person. Your attendance at the special meeting will not automatically revoke your proxy unless you vote again at the special meeting or specifically request in writing that your prior proxy be revoked. The most current proxy card or telephone or Internet proxy the inspector of elections for the special meeting receives is the one that will be counted. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

CF Industries Holdings, Inc.
Attention: Secretary
4 Parkway North
Suite 400
Deerfield, Illinois 60015

Please note that if your shares are held in the name of a bank, brokerage firm, dealer, trust company or other nominee, you may change your voting instructions by submitting new voting instructions to your bank, brokerage firm, dealer, trust company or other nominee in accordance with its established procedures.

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Solicitation of Proxies

CF Holdings has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies and provide related advice and informational support in connection with the special meeting of CF Holdings shareholders, for a services fee of $25,000 plus the reimbursement of customary disbursements. All expenses of solicitation of proxies by Innisfree M&A Incorporated will be borne by CF Holdings. Directors, present and former officers and other employees of CF Holdings may solicit proxies by telephone, facsimile or mail, on the Internet, or by meetings with shareholders or their representatives. They will not be paid any additional amounts for soliciting proxies. CF Holdings will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy material to beneficial owners of CF Holdings common stock.

Proposal No. 1—Adoption of the Combination Agreement and Approval of the Merger

(Item 1 on the CF Holdings proxy card)

This document is being furnished to you as a shareholder of CF Holdings as part of the solicitation of proxies by the CF Holdings board of directors for use at the special meeting of CF Holdings shareholders to consider and vote upon a proposal to adopt the combination agreement, which is attached as Annex A to this document, and approve the merger.

The merger cannot be completed without the approval of the proposal to adopt the combination agreement and approve the merger by the affirmative vote of the holders of a majority of the outstanding shares of CF Holdings common stock entitled to vote on the matter at the special meeting. If you do not vote, the effect will be the same as a vote "AGAINST" the proposal to adopt the combination agreement and approve the merger.

THE CF HOLDINGS BOARD OF DIRECTORS, AFTER DUE AND CAREFUL DISCUSSION AND CONSIDERATION, HAS UNANIMOUSLY (I) APPROVED THE COMBINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND (II) DETERMINED THAT THE COMBINATION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY ARE ADVISABLE TO AND IN THE BEST INTERESTS OF CF HOLDINGS AND ITS SHAREHOLDERS.

THE CF HOLDINGS BOARD OF DIRECTORS, ACCORDINGLY, UNANIMOUSLY RECOMMENDS THAT CF HOLDINGS SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ADOPT THE COMBINATION AGREEMENT AND APPROVE THE MERGER.

Proposal No. 2—Advisory (Non-Binding) Vote on Certain Compensation Arrangements

(Item 2 on the CF Holdings proxy card)

The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that CF Holdings provide shareholders with the opportunity to cast a non-binding advisory vote on the compensation that would be paid or becomes payable to CF Holdings' named executive officers that is based on or otherwise related to the proposed combination, as disclosed in this document, including the disclosures set forth in the section entitled "Compensation Related to the Combination" of this document. This vote is commonly referred to as a "golden parachute say on pay" vote. This non-binding, advisory vote relates only to already existing contractual obligations of CF Holdings that may result in a payment to CF Holdings' named executive officers in connection with, or following, the consummation of the proposed combination and does not relate to any new compensation or other arrangements between CF Holdings' named executive officers and New CF or, following the consummation of the proposed transactions, New CF, CF Holdings and their respective affiliates. Further, it does not relate to any compensation arrangement with CF Holdings' directors or executive officers who are not named executive officers.

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As an advisory vote, this proposal is not binding upon CF Holdings or the CF Holdings board of directors, and approval of this proposal is not a condition to completion of the combination or CF Holdings, OCI, and New CF's obligations to effect the combination. The vote on executive compensation payable in connection with the proposed combination is a vote separate and apart from the vote to adopt the combination agreement and approve the merger. Accordingly, you may vote to adopt the combination agreement and approve the merger but vote not to approve the advisory proposal concerning the combination-related compensation for CF Holdings' named executive officers. Because the vote is advisory and not binding, to the extent that CF Holdings is contractually obligated to pay certain combination-related compensation, such compensation will be payable, subject only to the contractual conditions applicable thereto, if the combination is consummated and regardless of the outcome of the advisory vote.

THE CF HOLDINGS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CF SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO CF HOLDINGS' NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATED TO THE PROPOSED COMBINATION AS DISCLOSED IN THIS DOCUMENT.

Proposal No. 3—Adjournment Proposal

(Item 3 on the CF Holdings proxy card)

Our board of directors seeks your approval to adjourn the special meeting of CF Holdings shareholders, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the combination agreement and approve the merger. If it is necessary to adjourn the special meeting and the adjournment is for a period of less than 30 days, no notice of the time or place of the reconvened meeting will be given to our shareholders, other than an announcement made at the special meeting. A quorum is not required in order to hold a vote on the adjournment proposal.

THE CF HOLDINGS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CF HOLDINGS SHAREHOLDERS VOTE "FOR" THE ADJOURNMENT PROPOSAL.

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THE EXTRAORDINARY GENERAL MEETING OF OCI SHAREHOLDERS

General

This document is being provided to OCI shareholders as part of the invitation by the OCI board of directors to the extraordinary general meeting of OCI shareholders to be held at the time and place specified below, and at any postponement thereof. This document provides OCI shareholders with the information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting of OCI shareholders will be held at Amsterdam, the Netherlands on , 2016, at , local time.

Purpose of the Extraordinary General Meeting of OCI Shareholders

At the extraordinary general meeting, OCI shareholders will be asked to consider and vote on:

1.: proposal to approve (within the meaning of Section 2:107a of the Dutch Civil Code) the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination;
2.: proposal to increase the issued share capital and amendment of the articles of association of OCI;
3.: proposal to decrease the issued share capital and amendment of the articles of association of OCI;
4.: proposal to extend the designation of the OCI board of directors as the authorised body to issue shares in the share capital of OCI; and
5.: proposal to extend the designation of the OCI board of directors as the authorised body to restrict or exclude pre-emptive rights upon the issuance of shares.

Recommendation of the OCI Board of Directors

After careful consideration, the OCI board of directors has unanimously approved the combination agreement and the transactions contemplated thereby, determined that the combination agreement and the transactions contemplated thereby are advisable to and in the best interests of the shareholders of OCI, directed that the adoption of the combination agreement be submitted to a vote at a meeting of the OCI shareholders and resolved to recommend that the OCI shareholders vote to approve the distribution of OCI's North American, European and global distribution businesses in order to consummate the combination at an extraordinary general meeting of OCI shareholders. ACCORDINGLY, THE OCI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OCI SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE DISTRIBUTION OF OCI'S EUROPEAN, NORTH AMERICAN AND GLOBAL DISTRIBUTION BUSINESSES IN ORDER TO CONSUMMATE THE COMBINATION, "FOR" THE PROPOSAL TO INCREASE THE ISSUED SHARE CAPITAL AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF OCI, "FOR" THE PROPOSAL TO DECREASE THE ISSUED SHARE CAPITAL AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF OCI, "FOR" THE PROPOSAL TO EXTEND THE DESIGNATION OF THE OCI BOARD OF DIRECTORS AS THE AUTHORISED BODY TO ISSUE SHARES IN THE SHARE CAPITAL OF OCI AND "FOR" THE PROPOSAL EXTEND THE DESIGNATION OF THE OCI BOARD OF DIRECTORS AS THE AUTHORISED BODY TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS UPON THE ISSUANCE OF SHARES.

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Record Date; Shareholders Entitled to Vote

The record date for the OCI extraordinary general meeting must be the 28th day before the date of the OCI extraordinary general meeting, and thus , 201 will be the record date for determination of OCI shareholders entitled to attend and to vote at the extraordinary general meeting of OCI. Only holders of record of issued and outstanding OCI shares after processing of all entries and deletions on the record date are entitled to attend and to vote at the extraordinary general meeting.

At the close of business on , 201 , there were OCI ordinary shares entitled to attend and to vote at the extraordinary general meeting. OCI shareholders are entitled to one vote for each OCI ordinary share they own as of the OCI record date after processing of all entries and deletions.

Quorum

There are no quorum requirements for adopting proposals (1), (2) and (4), as referred to above, at the OCI extraordinary general meeting. With respect to proposals (3) and (5), the holders of more than one half of the issued share capital of OCI must be represented at the OCI extraordinary general meeting. If less than one half of the issued share capital of OCI is represented at the OCI extraordinary general meeting, the affirmative vote of more than two-thirds of the votes cast is required to adopt the proposal.

Required Vote

Proposals (1), (2) and (4) require an affirmative vote of a majority of the votes cast at the OCI extraordinary general meeting. Proposals (3) and (5) require an affirmative vote of a majority of the votes cast at the OCI extraordinary general meeting, and in the event that less than one half of the issued share capital is represented at the OCI extraordinary general meeting, the affirmative vote of a two-thirds majority of votes cast at such meeting is required. Moreover, adoption of Proposal (2) is subject to adoption of Proposal (3) and adoption of Proposal (3) is subject to adoption of Proposal (2).

Approval of Proposals (1), (2) and (3) are conditions to completion of the combination.

Failures to Submit a Proxy or Attend the Extraordinary General Meeting of OCI Shareholders and Abstentions

If you fail to submit a voting instruction by means of a proxy form or attend the extraordinary general meeting of OCI shareholders, fail to instruct your bank, brokerage firm, dealer, trust company or other nominee to vote, or provide voting instructions to abstain, it will have the effect that your vote will be regarded as not having been cast for all proposals.

How to Vote Your Shares

OCI shareholders may vote (i) by granting a proxy in writing to a party of your choice who will vote in person at the meeting; (ii) by granting a proxy to an independent third party: J.J.C.A. Leemrijse, civil law notary in Amsterdam, the Netherlands or her substitute, which is referred to in this document as the notary; (iii) by electronic proxy by submitting a voting instruction via www.abnamro.com/evoting; or (iv) by attending the OCI extraordinary general meeting and voting in person.

How to Vote Your ADRs

At least 45 days prior to the extraordinary general meeting, OCI will provide the ADR depositary, with written notice of the extraordinary general meeting and the matters to be voted upon at the extraordinary general meeting. The ADR depositary will, in turn, provide the owners of OCI's

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American depositary shares, which the ADRs evidence in certificated form, with a notice describing (i) the information contained in the Company's notice to the ADR depositary, (ii) a statement that the owners of OCI's American depositary shares as of the close of business on a specified date will be entitled, subject to Dutch law and OCI's organizational documents, to instruct the ADR depositary as to the exercise of the voting rights and (iii) a statement as to the manner in which instructions may be given to the ADR depositary. The notice from the ADR depositary will be sent to the owners of OCI's American depositary shares at the name and address as registered on the books of the ADR depositary and will set forth the five proposals described below. An ADR holder's failure to provide instructions to the ADR depositary regarding how such holder would like to vote its ADRs will have the effect that such ADR holder's vote will be regarded as not having been cast for all proposals. Following receipt of instructions from the ADR holders, the ADR depositary will cause OCI ordinary shares deposited with the ADR depositary to be voted in such a number and in accordance with the instructions received from ADR holders.

Voting of Proxies

When you provide your proxy form the shares of OCI represented by the proxy will be voted in accordance with your voting instructions. If you sign your proxy form without giving instructions, you will be regarded as having granted authority to your appointed attorney-in-fact to vote "FOR" the adoption of all proposals.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, PLEASE SUBMIT YOUR VOTING INSTRUCTIONS PROMPTLY BY INTERNET OR BY MAIL, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON.

Change of Votes

If you are a shareholder of record, you may revoke or change your vote in one of two ways: (i) if voting by proxy: timely delivery of a later-dated proxy by mail or electronically to the notary of the OCI extraordinary general meeting before , 2016; and (ii) if voting by e-voting: via your e-voting account before , 2016 or attending the OCI extraordinary general meeting, requesting that your previously submitted votes via e-voting not be used, and voting in person.

Proposal No. 1—Approval (within the meaning of Section 2:107a of the Dutch Civil Code) of the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination

(Item 2 on the OCI proxy form)

This document is being furnished to you as a shareholder of OCI as part of the invitation by the OCI board of directors to the extraordinary general meeting of OCI shareholders to consider and vote upon a proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination.

The combination cannot be completed without the approval of the proposal to approve the distribution of OCI's European, North American and global distribution businesses in order to consummate the combination by the affirmative vote of the holders of a majority of the outstanding shares of OCI entitled to vote on the matter at the OCI extraordinary general meeting.

THE OCI BOARD OF DIRECTORS, AFTER DUE AND CAREFUL DISCUSSION AND CONSIDERATION, HAS UNANIMOUSLY (I) APPROVED THE COMBINATION AGREEMENT AND

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THE TRANSACTIONS CONTEMPLATED THEREBY AND (II) DETERMINED THAT THE COMBINATION AND THE TRANSACTIONS CONTEMPLATED THEREBY ARE ADVISABLE TO AND IN THE BEST INTERESTS OF THE OCI SHAREHOLDERS.

THE OCI BOARD OF DIRECTORS, ACCORDINGLY, UNANIMOUSLY RECOMMENDS THAT OCI SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE (WITHIN THE MEANING OF SECTION 2:107A OF THE DUTCH CIVIL CODE) THE DISTRIBUTION OF OCI'S EUROPEAN, NORTH AMERICAN AND GLOBAL DISTRIBUTION BUSINESSES IN ORDER TO CONSUMMATE THE COMBINATION.

Proposal No. 2—Approval to increase the issued share capital and amendment of the articles of association of OCI

(Item 3 on the OCI proxy form)

It is proposed, subject to adoption of Proposal no. 3, on such a moment as the OCI board of directors may determine, to increase the issued capital of OCI with an amount as to be determined by the OCI board of directors, not higher than the available (i) statutory reserves that can be converted into share capital plus (ii) freely distributable reserves, by means of an increase of the nominal value of each ordinary share at the expense of aforementioned reserves and for the purpose of amending articles 4.1 and 4.2 of the articles of association of OCI.

The combination cannot be completed without the approval of the proposal to increase the issued share capital and amendment of the articles of association of OCI by the affirmative vote of the holders of a majority of the outstanding shares of OCI entitled to vote on the matter at the extraordinary general meeting.

THE OCI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OCI SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE INCREASE OF THE ISSUED SHARE CAPITAL AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF OCI.

Proposal No. 3—Approval to decrease the issued share capital and amendment of the articles of association of OCI

(Item 4 on the OCI proxy form)

It is proposed, subject to adoption of Proposal no. 2, on such a moment as the OCI board of directors may determine, to decrease the issued capital of OCI by such an amount as needed in order to result in a nominal value of EUR 0.01 for each ordinary share in issue. This capital reduction may, at the discretion of the board of directors, be effectuated by a repayment in kind, consisting of an amount of New CF ordinary shares, as determined in the OCI board of directors' reasonable discretion, but not less than 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF which OCI will hold. In case of fractional shares as a result of the repayment in kind, the shareholders will be compensated in cash. The amount by which the amount of the capital reduction exceeds the value of the shares of New CF which are distributed will be added to the share premium reserve of OCI. For this purpose, it is proposed to amend the articles 4.1 and 4.2 of the articles of association of OCI.

The combination cannot be completed without the approval of the proposal to decrease the issued share capital and amendment of the articles of association of OCI by the affirmative vote of the holders of a majority of the outstanding shares of OCI entitled to vote on the matter at the extraordinary general meeting, and in the event that less than one half of the issued share capital is represented at the OCI extraordinary general meeting, by the affirmative vote of a two-thirds majority of votes cast at such meeting.

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THE OCI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OCI SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE DECREASE OF THE ISSUED SHARE CAPITAL AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF OCI.

Proposal No. 4—Approval to extend the designation of the OCI board of directors as the authorised body to issue shares in the share capital of OCI.

(Item 5 on the OCI proxy form)

It is proposed by the OCI board of directors to extend the designation of the OCI board of directors as the authorised body to issue shares and to grant rights to subscribe for shares as provided for in Article 6 of the articles of association of OCI for a period of 18 months, starting on , 2016 and ending on , 2017, in order to ensure continuing financial flexibility. The number of shares to be issued shall be limited to a maximum of 10% of the capital, plus 10% of the capital if the issuance or the granting of rights occurs within the context of a merger or an acquisition, plus 1% of the capital if the issuance or the granting of rights occurs for the purpose of the OCI 2014 Performance Share Plan, the OCI 2015 Bonus / Matching Plan, and the OCI 2014 Employees Incentive Plan. The term "capital" means the issued capital from time to time. Resolutions by the OCI board of directors to issue shares or to grant rights to subscribe for shares can only be adopted with the consent of the majority of the non-executive directors.

Approval of this proposal is not a condition to completion of the combination or OCI, CF Holdings, or New CF's obligations to effect the combination.

THE OCI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OCI SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO APPROVE THE EXTENSION OF THE DESIGNATION OF THE OCI BOARD OF DIRECTORS AS THE AUTHORISED BODY TO ISSUE SHARES IN THE SHARE CAPITAL OF OCI.

Proposal No. 5—Approval to extend the designation of the OCI board of directors as the authorised body to restrict or exclude pre-emptive rights upon the issuance of shares

(Item 6 on the OCI proxy form)

It is proposed by the OCI board of directors to extend the designation of the OCI board of directors as the authorised body to restrict or exclude pre-emptive rights of existing shareholders upon the issuance of shares or the granting of rights to subscribe for shares as provided for in Article 7 of the articles of association of OCI for a period of 18 months, starting on , 2016 and ending on , 2017. This authority shall be limited to a maximum of 10% of the capital, plus 10% of the capital if the issuance or the granting of rights occurs within the context of a merger or an acquisition. The term "capital" means the issued capital from time to time. Resolutions by the OCI board of directors to restrict or exclude pre-emptive rights can only be adopted with the consent of the majority of the non-executive directors.

Approval of this proposal is not a condition to completion of the combination or OCI, CF Holdings, or New CF's obligations to effect the combination.

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THE PARTIES TO THE COMBINATION

CF Holdings

CF Industries Holdings, Inc., a Delaware corporation, is one of the largest manufacturers and distributors of nitrogen fertilizer and other nitrogen products in the world. CF Holdings' principal customers are cooperatives, independent fertilizer distributors and industrial users. CF Holdings' principal nitrogen fertilizer products are ammonia, granular urea, urea ammonium nitrate solution (UAN) and AN. Its other nitrogen products include DEF, urea liquor, and aqua ammonia, which are sold primarily to industrial customers and compound fertilizer products (NPKs) which are solid granular fertilizer products for which the nutrient content is a combination of nitrogen, potash, and phosphate. CF Holdings' core market and distribution facilities are concentrated in the Midwestern United States and other major agricultural areas of the United States, Canada and the United Kingdom. CF Holdings also exports nitrogen fertilizer products from its Donaldsonville, Louisiana manufacturing facility, Yazoo City, Mississippi manufacturing facility, and its Billingham, United Kingdom manufacturing facility. CF Holdings' address is 4 Parkway North, Suite 400, Deerfield, Illinois 60015, and its telephone number is (847) 405-2400.

CF Holdings common stock is listed on the NYSE under the symbol "CF." After the consummation of the merger, CF Holdings common stock will be delisted from the NYSE and deregistered under the Exchange Act, and CF Holdings will be an indirect wholly-owned subsidiary of New CF.

Additional information about CF Holdings and its subsidiaries is included in documents incorporated by reference into this document. See "Where You Can Find More Information" beginning on page 353 of this document.

OCI

OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands, is a global producer and distributor of nitrogen fertilizers and industrial chemicals. OCI produces nitrogen fertilizers, methanol and other natural gas based products, serving agricultural and industrial customers around the world. OCI ranks among the world's largest nitrogen fertilizer producers, and can produce more than 8.4 million metric tons of nitrogen fertilizers and industrial chemicals at production facilities in the Netherlands, the United States, Egypt and Algeria. OCI's address is Honthorststraat 19, 1071 DC Amsterdam, the Netherlands, and its telephone number is +31 (0)20-723-4500.

OCI's shares are listed on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V., under the symbol "OCI." OCI also has ADRs listed on the OTCQX International Premier market under the symbol "OCINY." After the consummation of the transactions contemplated by the combination agreement, OCI's business will consist of a portfolio of nitrogen fertilizers and industrial chemicals. OCI will remain headquartered in the Netherlands and it is expected that its shares and ADRs will remain listed on Euronext in Amsterdam and the OTCQX International Premier Market, respectively.

The ENA business is the portion of OCI's business to be combined with CF Holdings under New CF pursuant to the combination agreement. The ENA business consists of (i) manufacturing and supply of nitrogen fertilizers (including anhydrous ammonia, UAN, and CAN), melamine and methanol in North America and Europe and (ii) trading and distribution of nitrogen fertilizers.

The ENA business has operations primarily in the United States and Europe, with additional distribution operations in the United Arab Emirates and South America. The ENA business (other than the Natgasoline project) consists of four direct or indirect wholly-owned subsidiaries, (i) OCI Fertilizer International B.V., (ii) OCI Nitrogen B.V., (iii) OCI Chem 1 B.V. and (iv) OCI Personnel B.V.

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OCI holds the Natgasoline project through an indirect wholly-owned subsidiary, Firewater One S.à.r.l. For more information, see the section entitled "The ENA Business."

New CF

CF B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, was incorporated on December 18, 2015 for the purpose of holding CF Holdings, the purchased companies of OCI and certain other companies following consummation of the combination. To date, New CF has not conducted any activities other than those incidental to its formation, the execution and performance of the combination agreement amendment dated December 20, 2015 and the shareholders' agreement and the execution and submission of filings required to be made under applicable laws, including the U.S. securities laws, the laws of the Netherlands and antitrust and competition laws in connection with the combination. New CF's address is Prins Bernhardplein 200, 1097 JB, Amsterdam, The Netherlands, and its telephone number is +31 20 521 4777. At the closing of the combination, New CF will convert into a public company with limited liability (naamloze vennootschap). CF Holdings will re-name the entity. It is anticipated that New CF ordinary shares will be listed on NYSE under the symbol "CF."

MergerCo

Finch Merger Company LLC, a Delaware limited liability company, was formed on December 18, 2015 for the purpose of effecting the merger. MergerCo is a wholly-owned direct or indirect subsidiary of New CF. Upon the terms and subject to the conditions set forth in the combination agreement, MergerCo will be merged with and into CF Holdings at the effective time of the merger, with MergerCo ceasing to be in existence and CF Holdings surviving as an indirect wholly-owned subsidiary of New CF. To date, MergerCo has not conducted any activities other than those incidental to its formation and the execution and performance of the combination agreement combination agreement amendment dated December 20, 2015. MergerCo's address is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808, and its telephone number is (866) 403-5272.

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EXCHANGE RATES

The following table shows, for the periods indicated, information concerning the exchange rate between U.S. dollars and Euros. The information in the following table is expressed in U.S. dollars per Euro and is based on the noon buying rate in New York City for cable transfers in foreign currencies for customs purposes by the Federal Reserve Bank of New York. The average rate means the average of the exchange rates on the last day of each month during the year.

On December 18, 2015, the latest practicable date for which such information was available prior to the printing of this document, the exchange rate, based on the noon buying rate in New York City for cable transfers in foreign currencies for customs purposes by the Federal Reserve Bank of New York was $1.08 per €1.00. The average rate, which means the average of the exchange rates on the last day of each month during the last twelve months, was $1.11 per €1.00. These translations should not be construed as a representation that the U.S. dollar amounts actually represent, or could be converted now or in the future into, Euros at the rates indicated.

	Period-end rate U.S.$		Average rate U.S.$		High U.S.$		Low U.S.$

Recent monthly data
November 2015	$	1.06	$	1.07	$	1.10	$	1.06
October 2015	$	1.10	$	1.12	$	1.14	$	1.10
September 2015	$	1.12	$	1.12	$	1.14	$	1.11
August 2015	$	1.12	$	1.11	$	1.16	$	1.09
July 2015	$	1.10	$	1.10	$	1.12	$	1.08
June 2015	$	1.12	$	1.12	$	1.14	$	1.09
Annual Data (year ended December 31)
2014	$	1.21	$	1.32	$	1.39	$	1.21
2013	$	1.38	$	1.33	$	1.38	$	1.28
2012	$	1.32	$	1.29	$	1.35	$	1.21
2011	$	1.30	$	1.40	$	1.49	$	1.29
2010	$	1.33	$	1.32	$	1.45	$	1.20

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THE COMBINATION

Structure of the Combination

The combination agreement provides for the combination of CF Holdings with the ENA business under New CF a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands that will be converted into a public company with limited liability (naamloze vennootschap) in connection with the completion of the combination.

The ENA business consists of the following assets and operations:

•: a nitrogen fertilizer and industrial chemical production facility in Geleen, the Netherlands;
•: a greenfield nitrogen fertilizer and industrial chemical production facility under construction in Wever, Iowa;
•: an equity interest of approximately 79.88% in a methanol and ammonia production facility near Beaumont, Texas;
•: a global distribution business; and
•: the Natgasoline project, a greenfield methanol production facility under construction near Beaumont, Texas.

OCI holds the ENA business (other than the Natgasoline project) through four direct or indirect wholly-owned subsidiaries: (i) OCI Fertilizer International B.V., (ii) OCI Nitrogen B.V., (iii) OCI Chem 1 B.V. and (iv) OCI Personnel B.V. OCI holds the Natgasoline project through an indirect wholly-owned subsidiary, Firewater One S.à.r.l. For a more detailed description of the ENA business, see "The ENA Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business."

On the terms and subject to the conditions specified in the combination agreement, the combination will be effected as follows:

•

OCI will consummate the contribution by contributing the purchased companies (other than Firewater One) to New CF in exchange for

•: New CF ordinary shares representing the base share consideration, plus
•: consideration representing the additional consideration of $700 million (less (i) the estimated net amount owed by the purchased companies and their subsidiaries to OCI and its other subsidiaries as of immediately prior to the closing of the combination and (ii) the estimated amount of net debt of the purchased companies and their subsidiaries (other than any amount referred to in clause (i) and excluding any net debt of Firewater One and its subsidiaries incurred in connection with the Natgasoline project financing as described in the section entitled "Natgasoline Joint Venture") in excess of $1.95 billion as of immediately prior to the closing of the combination) to be paid in cash, ordinary shares of New CF or a mixture of cash and ordinary shares of New CF as determined by CF Holdings in accordance with the terms of the combination agreement.

The base share consideration will represent 25.6% of the ordinary shares of New CF that, upon consummation of the combination, would be outstanding or subject to compensatory equity awards, subject to downward adjustment to account for the assumption by New CF, as contemplated by the combination agreement, of any convertible bonds that remain outstanding at the effective time of the merger.

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For a detailed description of the consideration payable in the contribution, see "Combination Agreement—The Contribution."

•: OCI will consummate the distribution and separation by distributing pro rata to its shareholders an amount of New CF ordinary shares, as determined in OCI's reasonable discretion, but not less than 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF.
•: MergerCo and CF Holdings will then consummate the merger with CF Holdings surviving as a wholly-owned subsidiary of New CF. At the effective time of the merger, each issued and outstanding share of CF Holdings common stock will be converted into the right to receive one ordinary share of New CF.
•: Immediately before the effective time of the merger, CF Holdings or its designee will consummate the Natgasoline joint venture by purchasing for $517.5 million in cash a 45% equity interest in Firewater One. As part of the Natgasoline joint venture, CF Holdings or its designee will also acquire an option to acquire the remaining equity interests in Firewater One. For a more detailed description of the Natgasoline joint venture, see "Natgasoline Joint Venture."

The consummation of the Natgasoline joint venture is subject to conditions that are in addition to the conditions to which the consummation of the merger and the consummation of the separation are subject, and the consummation of the Natgasoline joint venture is not a condition to consummation of the merger and the separation. Accordingly, if the conditions to the consummation of the merger and the separation are satisfied or waived, but the additional conditions to the Natgasoline joint venture are not satisfied or waived, the combination may be effected without the consummation of the Natgasoline joint venture, in which case (i) OCI will retain 100% of its interest in Firewater One and the Natgasoline project, (ii) CF Holdings will not pay the $517.5 million to OCI, and (iii) CF Holdings will combine with the rest of the ENA business. As of December 23, 2015, the additional conditions to the Natgasoline joint venture had not yet been satisfied. For a description of the conditions to the consummation of the Natgasoline joint venture, see "Combination Agreement—Conditions to the Natgasoline Joint Venture."

Based on the number of OCI ordinary shares outstanding as of November 30, 2015 and the assumptions in the second preceding paragraph and assuming that OCI distributes an amount of New

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CF ordinary shares equal to 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF (and that the aggregate of such base share consideration and additional consideration paid in ordinary shares of New CF is 26.6% of New CF ordinary shares), OCI shareholders would receive in the distribution approximately New CF ordinary shares for each OCI ordinary share that that they hold as of the time of the distribution. Moreover, the number of New CF ordinary shares that OCI shareholders will receive in the distribution may be further reduced to the extent convertible bonds remain outstanding at the closing of the combination and are assumed by New CF in accordance with the terms of the combination agreement.

OCI will determine the amount of New CF ordinary shares to be distributed to its shareholders shortly before the completion of the combination, and will consider factors related to OCI's liquidity after giving effect to the combination and the requirements necessary for the separation to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code. OCI currently expects to retain, and not distribute to its shareholders, a number of New CF shares equal to or slightly less than 20% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF.

Background of the Combination

The board of directors of CF Holdings and the board of directors of OCI each regularly evaluates potential transactions that would further their respective companies' strategic objectives.

In the ordinary course of business as part of their management duties, members of each of CF Holdings' and OCI's management teams periodically engage in discussions with executives at other companies concerning various business opportunities and strategic relationships.

During 2014, the board of directors and management of CF Holdings evaluated a number of strategic opportunities for the global expansion of CF Holdings and its business. These opportunities included consideration of possible acquisitions in the fertilizer space. In particular, during the summer and fall of 2014, CF Holdings and Yara International ASA engaged in discussions regarding a potential merger of equals transaction. The discussions were terminated in October 2014 because the parties were unable to agree on the terms of a transaction.

Also during 2014, the board of directors and management of OCI evaluated strategic opportunities for its various businesses, and determined to explore various strategic opportunities that would benefit OCI and enhance shareholder value. In 2014, the board of directors of OCI authorized the demerger of OCI's engineering and construction business from its fertilizer and chemicals business, which demerger was completed in March 2015.

In October 2014, Mr. Sawiris, chief executive officer and an executive director of OCI, met with a representative of Morgan Stanley in London and had a general discussion about OCI and its businesses and possible strategic opportunities relating to the ENA business, including possible opportunities involving CF Holdings.

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Commencing in December 2014 and continuing through March 2015, OCI management participated in a series of preliminary conversations with various prospective interested parties regarding possible strategic opportunities for OCI's various businesses, including, among other things, the potential sale of some or all of the assets included in the ENA business.

On December 5, 2014, Mr. Will, chief executive officer of CF Holdings, and Mr. Sawiris met in person in Chicago and had a general discussion about the fertilizer industry, their two companies and possible strategic opportunities for their two companies.

On December 10, 2014, at its regularly scheduled in-person meeting, the CF Holdings board of directors reviewed a number of possible strategic initiatives, including a possible transaction with OCI. Mr. Will also updated the CF Holdings board of directors on his meeting with Mr. Sawiris. The CF Holdings board of directors was supportive of exploring a possible transaction with OCI. Following the December 10 board meeting, CF Holdings and Morgan Stanley and Goldman Sachs and Skadden began evaluating structures for a possible transaction with OCI.

On January 26, 2015, Mr. Will met in person with Mr. Sawiris in London and discussed a framework for the structure of a possible combination of CF Holdings and the ENA business.

On February 2, at its regularly scheduled in-person meeting, the CF Holdings board of directors again reviewed a number of possible strategic initiatives, including the possible combination with the ENA business, and Mr. Will updated the CF Holdings board of directors on his meeting with Mr. Sawiris. The CF Holdings board of directors was supportive of continuing to explore the possible transaction.

On February 4, CF Holdings and OCI entered into a mutual confidentiality agreement to facilitate the exchange of preliminary due diligence information and to enable further discussions regarding a possible transaction.

During February and the first week of March 2015, CF Holdings and OCI exchanged financial and other information, and representatives of CF Holdings, OCI, Morgan Stanley, Goldman Sachs, Zaoui, Skadden and Cleary engaged in various discussions relating to financial, legal and other due diligence and related matters.

On March 9 and March 10, representatives of CF Holdings, OCI, Morgan Stanley, Goldman Sachs and Zaoui met in person in London to discuss a possible combination of CF Holdings and the ENA business and the results of the parties' respective financial and other due diligence. No specific transaction structures were discussed at these meetings. Rather, the discussions were primarily focused on the business rationale for a possible transaction, the respective parties' contributions in any such transaction and the general framework for a cross-border combination of two businesses. Following these discussions, CF Holdings and OCI determined to terminate further discussions regarding a possible transaction.

From late March through mid-June 2015, Mr. Sawiris and other representatives of OCI management met with another industry participant, which is referred to as Company A, on several occasions to discuss the potential acquisition by Company A of one or more of the assets of the ENA business.

In late March and April 2015, OCI management and representatives of another industry participant, which is referred to as Company B, engaged in discussions regarding a potential acquisition by Company B of certain United States assets of the ENA business, and on March 24 Company B submitted to OCI a non-binding indication of interest in acquiring OCI Beaumont and Natgasoline LLC. At the end of April 2015, OCI management and Company B agreed to terminate further discussions.

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In April and May 2015, OCI management had several discussions with another industry participant, which is referred to as Company C, regarding potential equity investments by Company C in certain United States assets of the ENA business, and in late May 2015, Company C submitted to OCI a non-binding indication of interest regarding a minority equity investment in Natgasoline LLC. OCI's management and representatives of Company C continued to discuss Company C's potential minority investment in Natgasoline LLC on and off until early July 2015.

From May through June 2015, OCI management and representatives of another industry participant, which is referred to as Company D, had preliminary discussions regarding a potential acquisition by Company D of one of the assets included in the ENA business, until late June, when OCI management and Company D agreed to terminate further discussions.

On May 26, Mr. Will and Mr. Sawiris met at a conference in Istanbul and discussed a variety of industry topics. Mr. Will and Mr. Sawiris also discussed whether there was a basis to resume evaluation of a possible transaction between CF Holdings and OCI.

In June 2015, CF Holdings and OCI reengaged regarding a possible transaction, and representatives of Morgan Stanley, Goldman Sachs and Zaoui resumed financial due diligence.

On June 19 and June 20, representatives of CF Holdings, OCI, Morgan Stanley, Goldman Sachs and Zaoui met in person in France to discuss a possible combination of CF Holdings and the ENA business. During these meetings, the parties also discussed the terms and conditions of a possible transaction, including the consideration to be paid in the transaction, governance arrangements for the resulting new combined company and various related matters.

On June 23, CF Holdings management convened an update call with the CF Holdings board of directors, together with representatives of Morgan Stanley, Goldman Sachs and Skadden. On the call, CF Holdings management updated the CF Holdings board of directors regarding the recent discussions with OCI, and the CF Holdings board discussed various aspects of the potential transaction with CF Holdings management and representatives of Morgan Stanley, Goldman Sachs and Skadden. After discussion, the CF Holdings board of directors supported continued evaluation of the possible transaction, including continued negotiation of the terms and conditions of the transaction.

Beginning in late June and continuing through mid-July 2015, the parties, their respective legal advisors and Morgan Stanley, Goldman Sachs and Zaoui conducted due diligence and participated in various discussions regarding the structure and other terms and conditions of a possible transaction.

On July 3, a financial advisor to Company A contacted OCI management and provided a non-binding indication of interest regarding a possible acquisition of IFCo, which included details on a proposed transaction structure for the acquisition. On July 9, Mr. Sawiris notified the chief executive officer of Company A that OCI expected Company A to submit a revised offer with respect to the proposed transaction structure and valuation in light of the various strategic options for IFCo that OCI was then pursuing, including the possible contribution of IFCo to a master limited partnership and the possible offering of partnership interests therein.

On July 10, the CF Holdings board of directors met in person at a special meeting to review in detail with CF Holdings management and representatives of Morgan Stanley, Goldman Sachs and Skadden the possible combination of CF Holdings and the ENA business, including the terms and conditions of the potential transaction (including those terms and conditions subject to ongoing negotiations among the parties), the financial analysis of the potential transaction, the ongoing structuring and due diligence activities relating to the potential transaction and financing and capital structure considerations. Representatives of Skadden also reviewed with the board of directors various legal matters relating to the potential transaction.

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On July 12, Mr. Will and Mr. Sawiris met in person at a conference in Idaho, and discussed the possible transaction. Mr. Will also met with Mr. Sawiris and a representative of one of OCI's largest U.S. shareholders to discuss CF Holdings and its business.

On July 15, CF Holdings sent OCI a term sheet for the proposed combination of CF Holdings and the ENA business, which outlined the proposed terms for the transaction, including with respect to: (i) the structure of the transaction, (ii) the OCI assets and entities to be included in the combination, (iii) the form and amount of consideration to be paid (consisting of shares representing 25% of the new combined company, and consideration of between $550 and $700 million in cash or shares at CF Holdings' election), (iv) the treatment of ENA business and other OCI indebtedness in the transaction, including the convertible bonds, (v) the proposed terms of the Natgasoline joint venture (including a proposal that the consideration would consist of $517.5 million in cash or shares, at CF Holdings' election, for a 45% equity interest), (vi) certain indemnification matters, and (vii) various governance matters for the resulting new combined company, including that the new combined company's international headquarters would be based in the U.K. CF Holdings presented these terms following consultation with its financial and legal advisors and discussions with the CF Holdings board of directors at the July 10 board meeting.

On July 16, the OCI board of directors held a telephonic meeting attended by OCI management and representatives of Zaoui and reviewed the possible combination of the ENA business and CF Holdings, including the status of ongoing negotiations between the parties. OCI management also provided an update on other strategic alternatives, including the status of Company A's offer for IFCo, and the valuation and transaction structure of such offer, and Company C's indication of interest regarding an equity investment in Natgasoline. The OCI board of directors and OCI management discussed these and other strategic alternatives and the relative potential values to OCI shareholders of such alternatives.

Also on July 16, OCI responded to the draft term sheet setting forth OCI's positions with respect to the various components of CF Holdings' proposal, including the form and amount of consideration to be paid and proposed the parties discuss the scope of covenants relating to obtaining antitrust clearances.

During July and through the signing of the combination agreement, the parties, their respective legal advisors and Morgan Stanley, Goldman Sachs and Zaoui continued to exchange financial and other information and conducted business, legal and financial due diligence. During July, the parties, their respective legal advisors and Morgan Stanley, Goldman Sachs and Zaoui also continued discussions regarding the structure of the transaction and other related matters.

On July 17, Dow Jones Newswire published a report stating that CF Holdings and OCI were in early talks about a possible transaction. A similar article subsequently appeared in The Wall Street Journal.

On July 18, Skadden sent Cleary initial drafts of the combination agreement, the support agreements, the shareholders' agreement and the registration rights agreements.

On July 20, CF Holdings issued a press release confirming that it was in discussions with respect to a potential transaction with OCI, and OCI issued a press release confirming that it was holding discussions about possible combinations or transactions.

On July 20 and July 21, representatives of CF Holdings, OCI, Skadden, Cleary, Morgan Stanley, Goldman Sachs and Zaoui met in person in New York to discuss the structure of the transaction and other related matters.

On July 22, Skadden and Cleary began discussions regarding the terms of the transaction agreements, and Cleary subsequently provided Skadden revised drafts of the various agreements.

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Also on July 22, a representative of Company A called Mr. Sawiris and proposed a revised offer for IFCo.

On July 24, the CF Holdings board of directors met in person at its regularly scheduled meeting and reviewed in detail with CF Holdings management and representatives of Morgan Stanley, Goldman Sachs and Skadden the possible combination of CF Holdings and the ENA business, including the status of ongoing discussions and negotiations among the parties. Representatives of Morgan Stanley and Goldman Sachs presented their preliminary financial analysis of the transaction. Representatives of Skadden also reviewed with the board of directors various legal matters relating to the transaction. The CF Holdings board of directors, CF Holdings management and Morgan Stanley, Goldman Sachs and Skadden also discussed in detail the approach with respect to the negotiation of outstanding terms and conditions of the potential transaction.

Also on July 24, the OCI board of directors held a telephonic meeting attended by OCI management and representatives of Zaoui and reviewed in detail the current status of ongoing discussions and negotiations between OCI and CF Holdings. Representatives of Zaoui presented their preliminary financial analysis of the transaction and the OCI board of directors, OCI management and Zaoui discussed the key items remaining subject to negotiation between the parties with respect to a potential transaction. OCI management also provided an update on other strategic alternatives, including the status of Company A's updated offer for IFCo, and the OCI board of directors and OCI management agreed to continue discussions with Company A in parallel with the potential business combination transaction with CF Holdings.

On July 30, representatives of CF Holdings, OCI, Skadden, Cleary, Morgan Stanley, Goldman Sachs and Zaoui met in person in New York to discuss the proposed terms of the transaction.

From July 31 to August 2, representatives of CF Holdings, OCI, Skadden and Cleary participated in conference calls and in-person meetings to negotiate the terms of the transaction agreements and exchanged drafts of the various agreements.

On August 2, the OCI board of directors held a telephonic meeting attended by OCI management and representatives of Zaoui to review the status of ongoing negotiations among OCI and CF Holdings.

Between August 3 and August 5, representatives of CF Holdings, OCI, Skadden, Cleary, Morgan Stanley, Goldman Sachs and Zaoui met in person in New York to continue to negotiate the terms of the transaction agreements.

On August 5, the CF Holdings board of directors held a special telephonic meeting attended by CF Holdings management and representatives of Morgan Stanley, Goldman Sachs and Skadden. CF Holdings management described the developments that had taken place since the last board meeting, and representatives of Morgan Stanley, Goldman Sachs and Skadden again reviewed the terms of the proposed transaction. Representatives of Skadden reviewed in detail with the CF Holdings board of directors the terms and conditions of the transaction agreements and various legal matters relating to the proposed transaction. CF Holdings management also reviewed again with the CF Holdings board of directors a number of topics related to the proposed transaction, including the tax requirements and implications of the proposed transaction, the due diligence conducted with respect to the assets and entities to be acquired in the proposed transaction and financing and capital structure considerations relating to the proposed transaction. Representatives of Morgan Stanley and Goldman Sachs reviewed with the CF Holdings board of directors their financial analysis of the consideration to be paid in the transaction, and each delivered their opinion to the CF Holdings board of directors (subsequently confirmed in a written opinion by each of Morgan Stanley and Goldman Sachs, dated August 6, 2015) that as of the date of such written opinions and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in such written opinions, the consideration to be

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paid for the purchased companies pursuant to the combination agreement was fair from a financial point of view to CF Holdings. The CF Holdings board of directors, by unanimous vote, determined that the combination agreement and other transaction documents were advisable and in the best interest of CF Holdings and its shareholders, approved the combination agreement, the other transaction documents and the transactions contemplated thereby and resolved to recommend, subject to the provisions of the combination agreement, that the shareholders of CF Holdings vote in favor of the adoption of the combination agreement at a special meeting of the shareholders called for such purpose.

Also on August 5, the OCI board of directors held a telephonic meeting attended by OCI management and representatives of Zaoui, BofA Merrill Lynch and Cleary. Representatives of Cleary reviewed in detail with the OCI board of directors the terms and conditions of the transaction agreements and various legal matters relating to the proposed transaction, including the structure of the combination, the closing conditions to the combination, including CF Holdings' obligations to obtain antitrust clearances, the terms relating to the assumption of the convertible bonds, OCI's and CF Holdings' respective termination rights, the termination fees and the occasions when such fees would be payable by OCI or CF Holdings, OCI's indemnification obligations pursuant to the combination agreement and the terms of the irrevocable undertakings, including their impact on the OCI shareholder approval, and the shareholders' agreement. Representatives of Zaoui reviewed with the OCI board of directors their financial analysis of the consideration to be paid in the transaction, and delivered its opinion to the OCI board of directors (subsequently confirmed in a written opinion by Zaoui, dated August 6, 2015) that as of the date of such written opinion and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in such written opinion, the aggregate consideration to be paid for the purchased companies pursuant to the combination agreement was fair from a financial point of view to OCI. Also at this meeting, OCI's board of directors received the written opinion of BofA Merrill Lynch to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the aggregate consideration to be received in the combination was fair, from a financial point of view, to OCI. OCI management described the developments that had taken place since the last board meeting, and reviewed with the OCI board of directors a number of topics related to the proposed transaction and certain matters related to the strategic and business opportunities of OCI after completion of the combination. The OCI board of directors, by unanimous vote, determined that the combination agreement and other transaction documents were advisable and in the best interest of OCI and its shareholders, approved the combination agreement, the other transaction documents and the transactions contemplated thereby and resolved to recommend, subject to the provisions of the combination agreement, that the shareholders of OCI approve the distribution of OCI's North American, European and global distribution businesses and the other matters necessary to consummate the combination at an extraordinary general meeting of the shareholders called for such purpose.

The parties continued to work to finalize the transaction agreements during the evening of August 5 and early hours of August 6.

The combination agreement, the irrevocable undertakings and the shareholders' agreement were executed by the parties thereto early in the morning on August 6, 2015, and the parties then issued a joint press release announcing the transaction.

On November 19, 2015, the IRS and the U.S. Department of the Treasury issued Notice 2015-79, which we refer to in this document as the Notice, describing certain regulations they intend to promulgate under section 7874 and certain other sections of the Code, which, when promulgated, would be effective for certain transactions completed on or after November 29, 2015, to address so-called inversion transactions.

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Following the issuance of the Notice, CF Holdings began working with its legal and financial advisors to evaluate the Notice, its impact on the transaction and alternative transaction structures to accommodate the requirements of the Notice, including using a new parent company incorporated and tax domiciled in the Netherlands rather than one in the United Kingdom.

On November 23, the parties issued a joint press release announcing that the companies were jointly evaluating options to address the impact of the Notice on the transaction.

On December 7 and 8, Mr. Will and Mr. Sawiris met in person in New York to discuss the Notice, the transaction and the possibility of pursuing the transaction under a new parent company incorporated and tax domiciled in the Netherlands.

Following the meeting, Cleary and Skadden began preparing revised transaction documents to provide for a new parent company incorporated and tax domiciled in the Netherlands.

On December 10, the CF Holdings board of directors held its regularly scheduled board meeting, attended by members of CF Holdings management, as well as representatives of Skadden, Morgan Stanley and Goldman Sachs. CF Holdings management reviewed with the CF Holdings board of directors the Notice, its impact on the transaction and the possibility of organizing the combination under a new parent company incorporated and tax domiciled in the Netherlands rather than one in the United Kingdom to accommodate the requirements of the Notice. Representatives of Morgan Stanley and Goldman Sachs reviewed with the CF Holdings board of directors an updated financial analysis of the consideration to be paid in the transaction. Representatives of Skadden reviewed in detail various considerations related to the use of a new parent company incorporated and tax domiciled in the Netherlands for the transaction.

From December 10 to December 17, Cleary and Skadden continued to prepare revised transaction documents to provide for a new parent company incorporated and tax domiciled in the Netherlands.

On December 18, the OCI board of directors held a telephonic meeting attended by OCI management and representatives of Zaoui and Cleary. OCI management described the developments that had taken place since the November 6, 2015 initial filing of the registration statement for the combination, and representatives of Zaoui and Cleary reviewed the terms and conditions of the proposed revised transaction in light of the Notice. Representatives of Cleary reviewed in detail with the OCI board of directors the terms and conditions of the transaction agreements and various legal matters relating to the proposed revised transaction, including the proposed new structure of the combination and the additional closing conditions to the combination. OCI management also reviewed with the OCI board of directors a number of topics related to the proposed revised transaction, including the tax requirements and implications of the proposed transaction with respect to the proposed new structure of the combination, the changes in governance rights in the shareholders' agreement, and that the shareholders agreement contemplates OCI nominating Mr. Heuberger and Mr. Heckman to the New CF board upon the closing of the combination. Representatives of Zaoui reviewed with the OCI board of directors their financial analysis of the consideration to be paid in the revised proposed transaction, and delivered its opinion to the OCI board of directors (subsequently confirmed in a written opinion by Zaoui, dated December 18, 2015) that as of the date of such written opinion and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in such written opinion, the aggregate consideration to be paid for the purchased companies pursuant to the proposed amended combination agreement was fair from a financial point of view to OCI's shareholders. Also at this meeting, OCI's board of directors reviewed a draft of the written opinion that BofA Merrill Lynch was prepared to render (which was subsequently confirmed in writing by BofA Merrill Lynch, dated December 18, 2015) to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the aggregate consideration to be received in the revised proposed combination was fair, from a financial point of view, to OCI. The OCI board of directors determined unanimously that the proposed amended combination agreement and other transaction documents were advisable and in the best

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interest of OCI and its shareholders, approved the proposed amended combination agreement, the other transaction documents and the transactions contemplated thereby and resolved to recommend, subject to the provisions of the proposed amended combination agreement, that the shareholders of OCI approve the distribution of OCI's North American, European and global distribution businesses and the other matters necessary to consummate the combination at an extraordinary general meeting of the shareholders called for such purpose.

On December 19, the CF Holdings board of directors held a special telephonic meeting attended by CF Holdings management and representatives of Morgan Stanley, Goldman Sachs and Skadden. CF Holdings management reviewed with the CF Holdings board of directors a number of topics related to the proposed revised transaction, including the strategic rationale for the transaction. Representatives of Skadden reviewed in detail with the CF Holdings board of directors the terms and conditions of the proposed revised transaction documents and various legal matters relating to the proposed revised transaction. Representatives of Morgan Stanley and Goldman Sachs reviewed with the CF Holdings board of directors their financial analysis of the consideration to be paid in the revised proposed transaction, and each delivered their opinion to the CF Holdings board of directors (subsequently confirmed in a written opinion by each of Morgan Stanley and Goldman Sachs, dated December 20, 2015) that as of the date of such written opinions and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in such written opinions, the consideration to be paid for the purchased companies pursuant to the proposed amended combination agreement was fair from a financial point of view to CF Holdings. The CF Holdings board of directors, by unanimous vote, determined that the proposed amended combination agreement and other transaction documents were advisable and in the best interest of CF Holdings and its shareholders, approved the proposed amended combination agreement, the other transaction documents and the transactions contemplated thereby and resolved to recommend, subject to the provisions of the proposed amended combination agreement, that the shareholders of CF Holdings vote in favor of the adoption of the proposed amended combination agreement at a special meeting of the shareholders called for such purpose.

The parties continued to work to finalize the revised transaction documents on December 19 and December 20.

The amended combination agreement and the amended shareholders' agreement were executed by the parties thereto in the evening of December 20, 2015, and the parties then issued a joint press release announcing the revised transaction.

Recommendation of the CF Holdings Board of Directors and CF Holdings' Reasons for the Combination

The CF Holdings board of directors evaluated, with the assistance of its legal and financial advisors, the combination agreement and the combination and unanimously determined that the combination agreement, the combination and the other transactions contemplated thereby are advisable and in the best interests of CF Holdings and its shareholders and unanimously approved the combination agreement and the combination. The CF Holdings board of directors has unanimously recommended that the shareholders of CF Holdings vote "FOR" the proposal to adopt the combination agreement and approve the merger.

In reaching its recommendation, the CF Holdings board of directors, in consultation with members of CF Holdings management and its legal and financial advisors, considered many factors, including the following factors (not necessarily in order of relative importance) that it believed generally supported its determination:

•: The combination will create the global leader in nitrogen products (based on production capacity) once the combined company's expansion projects are completed. When taken together with CF Holdings' own expansion projects at Donaldsonville, Louisiana, and Port Neal, Iowa,

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the combination, including the ENA business' green-field nitrogen project in Wever, Iowa, would result in an approximately 65% increase in production capacity over CF Holdings' production capacity as of August 2015.

•

The combination will provide CF Holdings with an extended global platform with the addition of one of Europe's largest nitrogen production facilities and the ENA business' Dubai-based global distribution and trading operations to the combined company's significant North American manufacturing base, the CF Fertilizers facility in the U.K. and CF Holdings' expansive North American distribution network.

•

The combination will provide CF Holdings with an expanded portfolio of products through the addition of methanol, a product that is complementary to CF Holdings' existing nitrogen products due to similar production processes and manufacturing facilities and the use of natural gas as its primary feedstock, but with primarily industrial users and, in turn, different end-market exposures.

•

The combination is expected to provide estimated after-tax annual run-rate synergies of approximately $500 million by 2018 from the optimization of the combined company's operations, capital and corporate structure.

•

New CF is expected to generate strong cash flows, which should create significant additional financial flexibility for future share repurchases, dividends and growth opportunities at New CF consistent with CF Holdings' historical priorities.

•

The combination is expected to be accretive to free cash flow per share compared to CF Holdings on a stand-alone basis.

•

The anticipated enhanced flexibility and financial benefits associated with New CF's incorporation and tax residence in the Netherlands that are made possible by the combination, including widening its investor base, future international expansion, and the ability to optimize the combined company's global tax structure and more effectively compete with the other international companies in the global fertilizer industry.

•

The fact that CF Holdings shareholders will own a significant majority of the New CF ordinary shares (approximately 73.4%, assuming an adjustment in respect of the convertible bonds in the amount of 10.7 million ordinary shares of New CF and assuming that $672 million of the additional consideration is paid in the form of New CF ordinary shares) and will participate ratably in the expected significant benefits of the combination.

•

The likelihood that the combination will be completed on a timely basis on the terms contemplated by the combination agreement.

•

The terms and conditions of the combination agreement and related agreements, including:

•: the representations and warranties provided by OCI in the combination agreement with respect to the ENA business and the purchased companies and their subsidiaries, and OCI's obligation to indemnify New CF for breaches of those representations and warranties and various other matters after the consummation of the combination as described in "Combination Agreement—Indemnification" and "Combination Agreement—Tax Matters" beginning on pages 175 and 177 respectively;
•: that CF Holdings' obligation to consummate the combination is subject to the condition that CF Holdings has received an opinion from Skadden to the effect that Section 7874 of the Code and other U.S. tax laws should not apply in a manner so as to cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes;

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•: that CF Holdings' obligation to consummate the combination is subject to the condition that CF Holdings has received an opinion from Skadden to the effect that New CF should qualify for relevant benefits of the U.S.-Netherlands Tax Treaty;
•: the provisions in the shareholders' agreement, including the standstill provisions, as described in "Shareholders' Agreement" beginning on page 185; and
•: that shareholders of OCI owning approximately 51.7% of OCI's outstanding shares have agreed to vote in favor of the combination pursuant to the irrevocable undertakings as described in "Irrevocable Undertakings" beginning on page 195.

•: Morgan Stanley's and Goldman Sachs' financial presentation to the CF Holdings board of directors and their oral opinions, which were subsequently confirmed by delivery of written opinions, that as of the date of such written opinions and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in such written opinions, the consideration to be paid for the purchased companies pursuant to the combination agreement was fair from a financial point of view to CF Holdings as described in "—Opinions of CF Holdings' Financial Advisors" beginning on page 94.
•: CF Holdings management's familiarity with the operations and assets of the ENA business based on the due diligence investigation of the ENA business and the purchased companies and their subsidiaries by CF Holdings and CF Holdings' financial, accounting and legal advisors in connection with the combination.
•: The CF Holdings board of directors' consideration of various alternatives to the combination, including the timing and likelihood of successfully completing any such alternative.
•: CF Holdings management's experience in integrating other significant acquisitions.

The CF Holdings board of directors also considered a variety of risks and other potentially negative factors, including:

•: the risks faced by the combined company and inherent in the production and distribution of nitrogen fertilizer and methanol products, as described under "Risk Factors—Risk Factors Relating to New CF";
•: the risk that the synergies and other benefits expected to be obtained from the combination might not be obtained or may be delayed, and the substantial costs expected to be incurred to achieve the anticipated synergies;
•: the risk that CF Holdings and OCI must obtain required regulatory approvals and consents to consummate the combination, which, if delayed or not granted, may jeopardize or delay the consummation of the combination, result in additional expenses and/or reduce the expected benefits of the combination;
•: the risk that failure to consummate the combination could have a material adverse effect on CF Holdings' business, financial condition and results of operations, cash flows and/or stock price;
•: the presence of the S shareholders and OCI as significant shareholders of New CF following the consummation of the combination and their impact on the governance of New CF following the consummation of the combination;
•: that the receipt of shares of New CF by U.S. holders of CF Holdings shares will result in the recognition of gain, if any, by such holders under U.S. federal income tax laws;
•: the risk that announcement and pendency of the combination, or failure to complete the combination, may cause harm to relationships with employees, suppliers and customers and may divert management's and employees' attention from day-to-day operations for a significant period of time;

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•

the extended time period likely required to consummate the combination;

•

the risk that New CF may not qualify for relevant benefits of the U.S.-Netherlands Tax Treaty;

•

the risk that a change in applicable law with respect to Section 7874 of the Code or any other U.S. tax law, or official interpretations thereof, could cause New CF to be treated as a U.S. domestic corporation for U.S. federal income tax purposes following the completion of the combination or otherwise adversely affect New CF;

•

that CF Holdings will incur significant fees and expenses in connection with the combination;

•

that the rights of New CF shareholders and the responsibilities of New CF directors and officers will be governed by Dutch law, and New CF's governance arrangements and these rights and responsibilities differ from the rights of CF Holdings shareholders and the responsibilities of the directors and officers of CF Holdings under Delaware law and the current organizational documents of CF Holdings;

•

the terms and conditions of the combination agreement and related agreements, including:

•: the consummation of the combination is subject to numerous conditions, which may not be satisfied in a timely manner or at all;
•: the restrictions on the conduct of CF Holdings business prior to the consummation of the combination, which may delay or prevent CF Holdings from pursuing business opportunities that may arise pending the consummation of the combination;
•: the fact that CF Holdings is not permitted to terminate the combination agreement if the CF Holdings board of directors withdraws its recommendation of the combination agreement or approves or recommends an alternative acquisition proposal and must continue in these circumstances to submit the combination agreement for consideration by the CF shareholders unless the combination agreement is terminated by OCI;
•: the fact that if the combination agreement is terminated in certain circumstances, including in the event that certain regulatory approvals are not obtained or the CF Holdings board of directors withdraws its recommendation of the combination agreement or approves or recommends an alternative acquisition proposal for CF Holdings, CF Holdings will be required to pay or cause to be paid to OCI an amount equal to $150 million, as described in "Combination Agreement—Termination Fees—CF Holdings Termination Fee";
•: the fact that CF Holdings will reimburse OCI for its expenses up to a cap of $30 million if the combination agreement is terminated by either party because the combination agreement was not adopted by CF Holdings shareholders upon a vote taken at a duly held meeting of CF Holdings shareholders as described in "Combination Agreement—Expenses Reimbursement"; and
•: CF Holdings' indemnity obligation to OCI under the combination agreement, as described in "Combination Agreement—Indemnification" and "Combination Agreement—Tax Matters" beginning on pages 175 and 177 respectively;

•

the possibility of litigation challenging the combination;

•

the risk that CF Holdings shareholders will fail to approve the combination agreement; and

•

other risk factors as described under "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements."

In determining that the combination agreement, the combination and the other transactions contemplated thereby are advisable and in the best interests of CF Holdings and its shareholders, the CF Holdings board of directors considered the reasons and factors set forth above as a whole and

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concluded that the uncertainties, risks and potentially negative factors relevant to the combination were outweighed by the potential benefits that it expected CF Holdings and its shareholders would achieve as a result of the transaction. The CF Holdings board of directors did not assign specific or relative weights to such reasons and factors. The CF Holdings board of directors based its recommendation on the totality of the information presented. Individual directors may have attributed varying levels of importance to particular reasons and factors and such considerations may have differed significantly among the directors. The reasons and factors listed above are not meant to be a complete and exhaustive list and directors may have considered reasons and factors not discussed above. As you review the recommendation of the CF Holdings board of directors, you should understand that certain directors and executive officers have interests in the combination that may be different from, or are in addition to, the interests of CF Holdings shareholders. The CF Holdings board of directors was aware of such interests and considered them when approving the combination. See "—Interests of Certain Persons in the Combination" and "Risk Factors—Risk Factors Relating to the Combination."

Opinions of CF Holdings' Financial Advisors

CF Holdings has retained Morgan Stanley and Goldman Sachs to act as financial advisors to CF Holdings to provide it with financial advisory services in connection with the combination and the other transactions contemplated by the combination agreement, which are referred to throughout this section collectively as the transactions. Morgan Stanley and Goldman Sachs are collectively referred to herein as CF Holdings' financial advisors. Pursuant to the respective engagements of Morgan Stanley and Goldman Sachs, CF Holdings requested each of Morgan Stanley and Goldman Sachs to evaluate the fairness, from a financial point of view, to CF Holdings of the consideration to be paid for the purchased companies pursuant to the combination agreement. For purposes of Morgan Stanley's and Goldman Sachs' financial analyses and opinions, consideration means (a) the base share consideration, (b) the additional consideration, all or part of which may be paid in ordinary shares of New CF as determined by CF Holdings in accordance with the terms of the combination agreement, and (c) the $517.5 million cash payment for a 45% equity interest in Firewater One. CF Holdings selected Morgan Stanley and Goldman Sachs to act as its financial advisors based on their qualifications, expertise and reputation and knowledge of the business and affairs of CF Holdings. At the meeting of the CF Holdings board of directors on December 19, 2015, Morgan Stanley and Goldman Sachs presented joint materials and each rendered its respective oral opinion, subsequently confirmed in their respective written opinions, that as of the date of such written opinions and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in such written opinions, the consideration to be paid for the purchased companies pursuant to the combination agreement was fair from a financial point of view to CF Holdings.

Opinion of Morgan Stanley

The full text of Morgan Stanley's written opinion, dated December 20, 2015, is attached as Annex G to this document and is incorporated herein by reference in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering its opinion. CF Holdings encourages you to read the opinion carefully and in its entirety. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley's opinion was directed to the CF Holdings board of directors and addressed only the fairness from a financial point of view to CF Holdings of the consideration to be paid pursuant to the combination agreement as of the date of the written opinion and did not address any other aspects of the transactions. In addition, Morgan Stanley's opinion did not in any manner address the prices at which shares of CF Holdings common stock or ordinary shares of New CF would trade at any time, including following consummation of the transactions, and does not constitute a recommendation to any shareholder of CF Holdings as to how to vote at any shareholders' meeting to be held in connection with the transactions.

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In connection with rendering its opinion, Morgan Stanley, among other things:

•: reviewed certain publicly available financial statements and other business and financial information of the ENA business and CF Holdings, respectively;
•: reviewed certain internal financial statements and other financial and operating data concerning the ENA business and CF Holdings, respectively;
•: reviewed certain financial projections concerning the ENA business including forecasts for Firewater One and excluding forecasts for Firewater One prepared by the management of OCI and modified and approved for Morgan Stanley's use by the management of CF Holdings, which are referred to in this document as CF Holdings' projections of the ENA business, and certain financial projections concerning CF Holdings prepared by the management of CF Holdings, which are referred to in this document as the internal projections of CF Holdings and, together with CF Holdings' projections of the ENA business excluding forecasts for Firewater One, the CF Holdings management projections;
•: reviewed information relating to certain strategic, financial, tax and operational benefits anticipated from the transactions, prepared by the management of CF Holdings;
•: discussed the past and current operations and financial condition and the prospects of CF Holdings, including information relating to certain strategic, financial, tax and operational benefits anticipated from the transactions, with the management of CF Holdings;
•: reviewed the pro forma impact of the transactions on CF Holdings' revenue, earnings, free cash flow, free cash flow per share and financial ratios;
•: reviewed the reported prices and trading activity for CF Holdings common stock;
•: compared the financial performance of the ENA business and CF Holdings with that of certain other publicly-traded companies comparable to the ENA business and CF Holdings, respectively;
•: participated in certain discussions and negotiations among representatives of OCI and CF Holdings and their financial and legal advisors;
•: reviewed the combination agreement, the commitment letter that CF Holdings entered into with Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA on August 6, 2015, in connection with the combination agreement and certain related documents; and
•: performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by CF Holdings and OCI and formed a substantial basis for its opinion. With respect to the CF Holdings management projections, including information relating to certain strategic, financial and operational benefits anticipated from the transactions, Morgan Stanley assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of CF Holdings and OCI of the future financial performance of the ENA business and of the management of CF Holdings of the future financial performance of CF Holdings. In addition, Morgan Stanley assumed that the transactions will be consummated in accordance with the terms set forth in the combination agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that CF Holdings will obtain financing in accordance with the terms set forth in the commitment letter and that CF Holdings will acquire the purchased companies (other than Firewater One) and it (or its designee) will pay the $517.5 million cash payment for a 45% equity interest in Firewater One as set forth in the combination agreement. Morgan Stanley relied upon, without independent verification, the assessment by the management of CF Holdings of: (i) the strategic, financial, tax and other benefits expected to result from the

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transactions; (ii) the timing and risks associated with the integration of the ENA business with CF Holdings; (iii) the ability to retain key employees of the ENA business and CF Holdings, respectively; and (iv) the validity of, and risks associated with, the ENA business' and CF Holdings' existing and future technologies, intellectual property, products, services and business models. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed transactions, no delays, limitations, conditions or restrictions will be imposed that would have an adverse effect on CF Holdings, New CF, MergerCo, the ENA business or the purchased companies or the contemplated benefits expected to be derived in the proposed transactions. Morgan Stanley is not a legal, tax, regulatory or accounting advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of CF Holdings and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters.

Morgan Stanley did not, nor was it asked to, express any view on, and its opinion did not address, any terms or aspects of the combination agreement or the transactions (other than the consideration to the extent expressly specified therein), including, without limitation, the form or structure of the transactions, the fact that CF Holdings may elect to pay in the form of New CF ordinary shares such portion of the additional consideration as CF Holdings determines in good faith, after prior consultation with OCI, to be reasonably necessary to be paid in the form of New CF ordinary shares in order to satisfy the conditions to closing set forth in the combination agreement and maintain the investment grade rating of New CF's outstanding indebtedness, any ongoing obligations of CF Holdings, New CF or MergerCo or allocation of the consideration or any other agreements or arrangements contemplated by the transactions, including the shareholders' agreement, the irrevocable undertakings between CF Holdings, OCI and each S shareholder and the forms of registration rights agreement, and Morgan Stanley's opinion did not address the relative merits of the transactions as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available, nor does it address the underlying business decision of CF Holdings to enter into the combination agreement. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of CF Holdings, OCI or any of their respective subsidiaries, or any class of such persons, relative to the consideration to be paid for the purchased companies pursuant to the combination agreement or otherwise. Morgan Stanley's opinion was not a solvency opinion and did not in any way address the solvency or financial condition of CF Holdings, New CF, MergerCo, the ENA business, the purchased companies or OCI. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the ENA business, the purchased companies, CF Holdings or any of their subsidiaries, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley's written opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley, as of December 20, 2015. Events occurring after December 20, 2015 may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Morgan Stanley is a global financial services firm engaged in the securities investment management and individual wealth management businesses. Morgan Stanley's securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of CF Holdings, OCI, or any other company, or any currency or commodity, that may be involved in the transactions, or any related derivative instrument.

As compensation for its services relating to the transactions, CF Holdings has agreed to pay Morgan Stanley a fee of $25 million in the aggregate, $7.5 million of which was paid following the execution of the combination agreement dated August 6, 2015 and the remainder of which is payable

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upon consummation of the transactions. CF Holdings has also agreed to reimburse Morgan Stanley for its reasonable expenses incurred in performing its services. In addition, CF Holdings has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses. An affiliate of Morgan Stanley has also entered into a financing commitment and agreement to provide bridge debt financing and has provided services in placing financing and arranging amendments for CF Holdings in connection with the transactions. For such financing commitment and agreement and services, such affiliate of Morgan Stanley has received net fees of approximately $14 million and may receive additional customary compensation, the amount of which additional compensation has not been determined as of the date of this document and is contingent upon the specific terms of the financing which CF Holdings decides to pursue.

From December 1, 2013 to December 20, 2015, the date of its opinion, Morgan Stanley provided financial advisory and financing services for CF Holdings and received fees of approximately $21.8 million in connection with such services. Morgan Stanley may also seek to provide such services to CF Holdings and OCI in the future and would expect to receive fees for the rendering of these services. Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley's customary practice.

Opinion of Goldman Sachs

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•: the combination agreement;
•: the shareholders' agreement, the irrevocable undertakings between CF Holdings, OCI and each S shareholder and the forms of registration rights agreement;
•: annual reports to shareholders and Annual Reports on Form 10-K of CF Holdings and annual reports to shareholders of OCI for the five fiscal years ended December 31, 2014;
•: certain interim reports to shareholders and Quarterly Reports on Form 10-Q of CF Holdings and a subsidiary of OCI;
•: certain other communications from CF Holdings and OCI to their respective shareholders;
•: certain publicly available research analyst reports for CF Holdings and OCI;
•: audited and unaudited financial statements for the ENA business for the five fiscal years ended December 31, 2014;
•: the CF Holdings management projections and CF Holdings' projections of the ENA business excluding forecasts for Firewater One, which were approved for Goldman Sachs' use by CF Holdings, including certain operating, tax and structural synergies projected by the management of CF Holdings to result from the transactions, as approved for Goldman Sachs' use by CF Holdings, which are referred to in this section as the synergies.

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Goldman Sachs also held discussions with members of the senior management of CF Holdings regarding their assessment of the strategic rationale for, and the potential benefits of, the transactions and the past and current business operations, financial condition and future prospects of the ENA business and CF Holdings; reviewed the reported price and trading activity for the shares of CF Holdings common stock and the ordinary shares of OCI, respectively; compared certain financial information for the ENA business and certain financial and stock market information for CF Holdings with similar financial and stock market information for certain other companies the securities of which are publicly traded; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of CF Holdings, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the consent of CF Holdings, that the CF Holdings management projections, including the synergies, have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of CF Holdings. Goldman Sachs did not make any independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the ENA business, the purchased companies, CF Holdings, New CF, MergerCo or any of their subsidiaries, and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transactions will be obtained without any adverse effect on CF Holdings, New CF, MergerCo, the ENA business or the purchased companies or on the expected benefits of the transactions in any way meaningful to its analysis, including that CF Holdings or its designee will acquire the 45% equity interest in Firewater One for the $517.5 million cash payment described above as set forth in the combination agreement. Goldman Sachs also assumed that the transactions will be consummated on the terms set forth in the combination agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs' opinion did not address the underlying business decision of CF Holdings to engage in the transactions, or the relative merits of the transactions as compared to any strategic alternatives that may be available to CF Holdings; nor did it address any legal, regulatory, tax or accounting matters. Goldman Sachs' written opinion addressed only the fairness, from a financial point of view, to CF Holdings, as of December 20, 2015, of the consideration to be paid for the purchased companies pursuant to the combination agreement. Goldman Sachs did not express any view on, and its opinion did not address, any terms or aspects of the combination agreement or the transactions, or any other agreements or arrangements contemplated by the transactions, including the shareholders' agreement, the irrevocable undertakings between CF Holdings, OCI and each S shareholder and the forms of registration rights agreement, the fact that CF Holdings may elect to pay in the form of New CF ordinary shares such portion of the additional consideration as CF Holdings determines in good faith, after prior consultation with OCI, to be reasonably necessary to be paid in the form of New CF ordinary shares in order to satisfy the conditions to closing set forth in the combination agreement and maintain the investment grade rating of New CF's outstanding indebtedness, any ongoing obligations of CF Holdings, New CF or MergerCo or allocation of the consideration, the fairness of the transactions to, or any consideration received in connection therewith by, the holders of any class of securities, creditors or other constituencies of CF Holdings; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of CF Holdings or the purchased companies, or any class of such persons in connection with the transactions, whether relative to the consideration to be paid for the purchased companies pursuant to the combination agreement or otherwise. Goldman Sachs did not express any opinion as to the prices at which shares of CF Holdings common stock or ordinary shares of New CF will trade at any time, including following consummation of the transactions, or the impact of the transactions on the solvency or viability of CF

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Holdings, New CF, MergerCo, the purchased companies or OCI or the ability of CF Holdings, New CF, MergerCo, the purchased companies or OCI to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, December 20, 2015, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its written opinion. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of CF Holdings, OCI and any of their respective affiliates and third parties, or any currency or commodity that may be involved in the transactions. Goldman Sachs has acted as a financial advisor to CF Holdings in connection with, and has participated in certain of the negotiations leading to, the transactions. At the request of the CF Holdings board of directors, an affiliate of Goldman Sachs has entered into financing commitments and agreements, together with another lender, in each case subject to the terms of such commitments and agreements and pursuant to which Goldman Sachs has received and will receive certain fees. Goldman Sachs has provided certain financial advisory and/or underwriting services to CF Holdings and/or its affiliates from time to time, including having acted as a co-placement agent with respect to the public offering by the Company of the 4.49% senior notes due 2022 (aggregate principal amount of $250,000,000), 4.93% senior notes due 2025 (aggregate principal amount of $500,000,000) and 5.03% senior notes due 2027 (aggregate principal amount of $250,000,000) in September 2015; as joint book-running manager with respect to the public offering by CF Holdings of the 5.150% senior notes due 2034 (aggregate principal amount $750 million) and 5.375% senior notes due 2044 (aggregate principal amount $750 million) in March 2014; as a financial advisor to the Company in connection with a strategic venture with CHS Inc. announced in August 2015; as a financial advisor to CF Holdings in connection with a contemplated merger with Yara International ASA (that was not consummated) in October 2014; as a participant in CF Holdings' prior revolving credit facility; and as a participant in its amended credit agreement. During the two year period ended December 20, 2015, the Investment Banking Division of Goldman Sachs has received compensation for financial advisory and/or underwriting services provided to CF Holdings and/or its affiliates of approximately $18.1 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to CF Holdings, New CF, MergerCo, OCI and their respective affiliates for which Goldman Sachs' Investment Banking Division may receive compensation.

Pursuant to a letter agreement, dated August 5, 2015, the CF Holdings board of directors engaged Goldman Sachs to act as its financial advisor in connection with the transactions. Pursuant to the terms of this engagement letter, CF Holdings agreed to pay Goldman Sachs a transaction fee of $25 million, $7.5 million of which was paid following the execution of the combination agreement dated August 6, 2015 and the remainder of which is payable upon consummation of the transactions. In addition, CF Holdings agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws, that may arise out of its engagement. At CF Holdings' request, an affiliate of Goldman Sachs has entered into commitments and agreements to provide bridge debt financing and has provided services in placing financing and arranging amendments for CF Holdings in connection with the transactions, which financing and services are subject to the terms of agreements related thereto. Pursuant to the terms of such commitments and agreements, and as compensation for such financing and services, such affiliate of Goldman Sachs has received net fees of approximately $11 million and may receive additional customary compensation including from bridge

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and other capital market financing, the amount of which additional compensation has not been determined as of the date of this document and will depend on the specific terms of the financing which CF Holdings decides to pursue.

Summary of Financial Analyses of CF Holdings' Financial Advisors

The following is a summary of the material financial analyses performed by Morgan Stanley and Goldman Sachs in connection with delivering their opinions described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Morgan Stanley and Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to these analyses by Morgan Stanley and Goldman Sachs. Some of these summaries of the financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley and Goldman Sachs, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Morgan Stanley and Goldman Sachs's financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 18, 2015 and is not necessarily indicative of current market conditions. For purposes of rendering their opinions and performing their financial analysis, Morgan Stanley and Goldman Sachs assumed, at the instruction of CF Holdings, that CF Holdings will elect to pay $550 million of the additional consideration in the form of New CF ordinary shares and that CF Holdings (or its designee) will acquire the 45% equity interest in Firewater One for $517.5 million in cash, unless otherwise specified herein.

Implied Acquisition Multiples

Morgan Stanley and Goldman Sachs calculated and compared, for each year from 2015 through 2018, (i)(a) the multiples of the implied enterprise value, which is referred to in this section as EV, of the ENA business, based on the aggregate consideration proposed to be paid in the transactions (including debt less cash, which is referred to in this section as net debt, and additional liabilities to be assumed by New CF) to the estimated earnings before interest, taxes, depreciation and amortization, which is referred to in this section as EBITDA, adjusted for equity in earnings of affiliates, deferred income taxes and changes in other non-current assets or non-current liabilities, which is referred to in this section as Adjusted EBITDA, of the ENA business, as reflected in the CF Holdings management projections and without giving effect to the synergies, (b) the multiples of the implied EV of the ENA business based on the aggregate consideration proposed to be paid in the transactions (including net debt and additional liabilities to be assumed by New CF) to the estimated Adjusted EBITDA of the ENA business, as reflected in the CF Holdings management projections and giving effect to the cash impact of the operational and structural synergies, (ii) the multiples of CF Holdings' implied EV to CF Holdings' estimated Adjusted EBITDA, as reflected in the CF Holdings management projections, (iii) the multiples of CF Holdings' implied EV to CF Holdings' estimated Adjusted EBITDA, as published by the Institutional Brokers' Estimate System, which is referred to in this document as IBES, on December 18, 2015, and (iv) the median of the multiples of implied EV of each of the following selected companies to the estimated Adjusted EBITDA for each of the following selected companies:

•: CF Holdings (based on IBES consensus estimates)
•: The Potash Corporation of Saskatchewan Inc.
•: The Mosaic Company
•: Agrium Inc.
•: Yara International ASA

Although none of the selected companies is directly comparable to CF Holdings, the ENA business, or OCI (except CF Holdings as compared to itself), the companies included were chosen

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because they are publicly traded companies in the fertilizer production industry with operations that, for purposes of analysis, may be considered similar to certain operations of CF Holdings or the ENA business.

The tables below summarize the results of this analysis.

EV/Adjusted EBITDA Multiples Excluding Synergies for the ENA Business

		EV/Adjusted EBITDA

2015E			14.0 x
2016E			10.5 x
2017E			9.0 x
2018E			7.7 x

EV/Adjusted EBITDA Multiples Including Synergies for the ENA Business

		EV/Adjusted EBITDA

2015E			14.0 x
2016E			9.4 x
2017E			6.7 x
2018E			5.6 x

Fertilizer Multiples

EV/Adjusted EBITDA

2015E	6.2 x	7.2 x	6.8 x
2016E	6.7 x	5.9 x	5.9 x
2017E	4.5 x	5.7 x	5.7 x
2018E	4.0 x	4.5 x	5.2 x

Contribution Analysis

Morgan Stanley and Goldman Sachs performed contribution analysis using two different sets of projections provided by CF Holdings management for the ENA business: one including forecasts for Firewater One and the other excluding forecasts for Firewater One.

Using the CF Holdings management projections, Morgan Stanley and Goldman Sachs reviewed the relative equity based contributions of each of CF Holdings and the ENA business to the following estimated financial metrics of New CF, including the synergies:

•: Adjusted EBITDA for calendar year 2017 and 2018;
•: free cash flow for calendar year 2017 and 2018; and
•: discounted cash flow.

To derive the discounted cash flow value for each of CF Holdings and the ENA business, Morgan Stanley and Goldman Sachs discounted to present value as of September 30, 2015 the estimates of the unlevered free cash flow to be generated by each of CF Holdings and the ENA business during the period from October 1, 2015 through the end of 2019, reflected in the CF Holdings management projections, which reflects pro forma adjustments for the CHS strategic venture, (x) in respect of CF

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Holdings, applying to its unlevered free cash flow a discount rate of 8.0%, reflecting an estimate of CF Holdings' weighted average of cost of capital, and an estimated perpetuity growth rate of 1.0% and (y) in respect of the ENA business, applying to its unlevered free cash flow a discount rate of 8.0%, reflecting an estimate of the ENA business' weighted average of cost of capital, and an estimated perpetuity growth rate of 1.0%, plus the present value of the estimated dividends of Firewater One attributable to CF Holdings. Also as directed by CF Holdings management, Morgan Stanley and Goldman Sachs assumed $4.6 billion of net debt for CF Holdings.

The results of this analysis using the CF Holdings management projections for the ENA business which included forecasts for Firewater One are set forth below:



Adjusted EBITDA	2017E	83	%	6	%	11	%
	2018E	80	%	8	%	11	%
Free Cash Flow	2017E	67	%	9	%	24	%
	2018E	66	%	10	%	24	%
DCF		69	%	12	%	19	%

Morgan Stanley and Goldman Sachs noted that the transactions would result in an approximate pro forma ownership of New CF of 71.4% and 28.6% for CF Holdings and OCI, respectively, assuming, at the direction of CF Holdings, that CF Holdings will elect to pay $550 million of the additional consideration in the form of ordinary shares of New CF and that CF Holdings (or its designee) will acquire the 45% equity interest in Firewater One and pay the consideration therefor in cash.

The results of this analysis using the CF Holdings management projections for the ENA business which excluded forecasts for Firewater One are set forth below:



Adjusted EBITDA	2017E	81	%	6	%	13	%
	2018E	80	%	8	%	12	%
Free Cash Flow	2017E	67	%	9	%	24	%
	2018E	67	%	10	%	23	%
DCF		69	%	12	%	19	%

Morgan Stanley and Goldman Sachs noted that the transactions would result in an approximate pro forma ownership of New CF of 72.0% and 28.0% for CF Holdings and OCI, respectively, assuming, at the direction of CF Holdings, that CF Holdings will elect to pay $440 million of the additional consideration in the form of ordinary shares of New CF and that CF Holdings (or its designee) will not acquire the 45% equity interest in Firewater One.

Illustrative Discounted Cash Flow Analysis

Using the CF Holdings management projections, Morgan Stanley and Goldman Sachs performed a discounted cash flow analysis to derive: (1) a range of illustrative EVs of CF Holdings on a standalone basis, (2) a range of illustrative EVs of the ENA business on a standalone basis and (3) a range of illustrative values per New CF ordinary share on a pro forma basis after giving effect to the transactions and the synergies. For purposes of this analysis, Morgan Stanley and Goldman Sachs applied discount rates ranging from 7.5% to 8.5%, reflecting estimates of CF Holdings' weighted average cost of capital, and discount rates ranging from 7.5% to 8.5%, reflecting estimates of the ENA business' weighted average cost of capital, to (a) estimates of the unlevered free cash flows to be generated by CF Holdings or the ENA business, as applicable during the period from October 1, 2015 through the end of 2019, reflected in the CF Holdings management projections, and (b) a range of illustrative terminal values for CF Holdings or the ENA business, as applicable at the end of 2019, to derive a range of illustrative EVs of CF Holdings of $21.0 billion to $30.2 billion and a range of

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illustrative EVs of the ENA business of $6.8 billion to $9.9 billion (which included the present value of the estimated dividends of Firewater One attributable to CF Holdings). Using estimated discount rates ranging from 8.0% to 10.0%, reflecting estimates of CF Holdings' cost of equity, in the case of structural synergies and 7.0% to 9.0%, reflecting estimates of CF Holdings' weighted average cost of capital, in the case of operational synergies, Morgan Stanley and Goldman Sachs also discounted to present value as of September 30, 2015 estimates of the synergies during the period from October 1, 2015 through the end of 2019, to derive a range of implied equity values of the synergies of $2.7 billion to $4.7 billion.

Morgan Stanley and Goldman Sachs then subtracted from the range of illustrative EVs it derived for each of CF Holdings on a standalone basis and the ENA business an estimate of net debt of the applicable company as of September 30, 2015, as reflected in the CF Holdings management projections, to derive their respective illustrative range of equity values. Then by dividing the sum of the implied equity values of CF Holdings on a standalone basis, the ENA business and the synergies, by the total number of fully diluted shares of CF Holdings common stock on a pro forma basis, which, at the direction of CF Holdings, was assumed to be 327.4 million, Morgan Stanley and Goldman Sachs calculated a range of illustrative values per New CF ordinary share on a pro forma basis after giving effect to the transactions and the synergies of $73 per share to $111 per share.

Illustrative Present Value of Future Stock Price Analysis

Morgan Stanley and Goldman Sachs calculated illustrative ranges of implied present values as of September 30, 2015 of one share of CF Holdings common stock on a standalone basis and of one New CF ordinary share on a pro forma basis after giving effect to the transactions and the synergies.

For purposes of this analysis, Morgan Stanley and Goldman Sachs derived theoretical future values as of December 31, 2016, December 31, 2017 and December 31, 2018 by:

•: Applying an illustrative range of one year forward EV to Adjusted EBITDA multiples of 6.0x to 7.5x to the estimates of Adjusted EBITDA for the aforementioned years for the applicable company as reflected in the CF Holdings management projections, including, in the case of New CF on a pro forma basis after giving effect to the transactions and the operational synergies;
•: Subtracting the assumed amount of net debt as of the relevant year-end as reflected in the CF Holdings management projections;
•: Adding the midpoint equity value of structural synergies; and
•: Dividing the result by CF Holdings management's estimate of the total number of (i) fully diluted shares of CF Holdings common stock anticipated to be outstanding as of December 31, 2016, December 31, 2017 and December 31, 2018, respectively, on a standalone basis and (ii) fully diluted ordinary shares of New CF anticipated to be outstanding as of December 31, 2016, December 31, 2017 and December 31, 2018, respectively, on a pro forma basis.

Morgan Stanley and Goldman Sachs derived present values per share as of December 31, 2016, December 31, 2017 and December 31, 2018, respectively, by applying a discount rate of 9.3%, reflecting an estimate of CF Holdings' cost of equity.

This analysis resulted in a range of implied present values of $51 to $92 to CF Holdings on a standalone basis and $51 to $93 for New CF on a pro forma basis.

General

As described above, in connection with the review of the transactions by the CF Holdings board of directors, Morgan Stanley and Goldman Sachs performed a variety of financial and comparative analyses for purposes of rendering their opinions. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at

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their respective opinions, each of Morgan Stanley and Goldman Sachs considered the results of all of their analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Rather, Morgan Stanley and Goldman Sachs made their determination as to fairness on the basis of their respective experience and professional judgment after considering the results of all of their analyses. No company used in the above analyses as a comparison is directly comparable to CF Holdings, New CF, the ENA business or OCI. Morgan Stanley and Goldman Sachs believe that selecting any portion of their analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying their analyses and opinion. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Goldman Sachs' or Morgan Stanley's view of the actual value of CF Holdings, New CF, the ENA business or OCI. In performing their analyses, Morgan Stanley and Goldman Sachs made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Analyses based upon forecasts of these results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Many of these assumptions are beyond the control of the parties or their respective advisors. Any estimates contained in Goldman Sachs' or Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates, and none of CF Holdings, Morgan Stanley, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

Morgan Stanley and Goldman Sachs conducted the analyses described above solely as part of their analysis of the fairness from a financial point of view of the consideration to be paid pursuant to the combination agreement and in connection with the delivery of their respective opinions described above. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities may actually be sold.

The consideration was determined through arm's length negotiations between CF Holdings and OCI and was approved by the CF Holdings board of directors. Morgan Stanley and Goldman Sachs provided advice to CF Holdings during these negotiations. Morgan Stanley and Goldman Sachs did not, however, recommend any specific amount or form of consideration to CF Holdings or the CF Holdings board of directors or that any specific amount or form of consideration constituted the only appropriate consideration.

CF Holdings' financial advisors' opinions and their presentations to the CF Holdings board of directors were among many factors taken into consideration by the CF Holdings board of directors in deciding to approve, adopt and authorize the combination agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the CF Holdings board of directors with respect to the consideration, or of whether the CF Holdings board of directors would have been willing to agree to different consideration.

Recommendation of the OCI Board of Directors and OCI's Reasons for the Combination

The OCI board of directors evaluated, with the assistance of its legal and financial advisors, the combination agreement and the transactions contemplated thereby and unanimously determined that the combination agreement and the transactions contemplated thereby are advisable and in the best interests of OCI and its shareholders and unanimously approved the combination agreement and the transactions contemplated thereby. The OCI board of directors has unanimously recommended that the shareholders of OCI vote to approve the distribution of OCI's North American, European and global distribution businesses in order to consummate the combination.

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In reaching its recommendation, the OCI board of directors, in consultation with members of OCI management and its legal and financial advisors, considered many factors, including the following factors (not necessarily in order of relative importance) that it believed generally supported its determination:

•: The combination had an implied value for the ENA business of approximately $6.5 billion, based on the value of the base share consideration, calculated using the closing price of CF Holdings shares as of December 15, 2015, the $700 million additional consideration, the $517.5 million in cash for a 45% equity interest in Firewater One, and $1.95 billion net debt of the ENA business to be assumed by New CF, which the OCI board of directors viewed as an attractive valuation relative to other potential transactions and peer comparisons.
•: The fact that OCI and its shareholders will own a significant percentage of the New CF ordinary shares (including the 25.6% base share consideration, subject to downward adjustment to account for the assumption by New CF of any convertible bonds that remain outstanding at the effective time of the merger, and any additional consideration that is paid in the form of New CF ordinary shares), and will participate ratably in the expected significant benefits of the combination.
•: The combination will create the global leader in nitrogen products (based on production capacity) once the combined company's expansion projects are completed. When taken together with the ENA business' green-field nitrogen project in Wever, Iowa, the combination, including CF Holdings' own expansion projects at Donaldsonville, Louisiana, and Port Neal, Iowa, would result in an approximately 65% increase in production capacity over CF Holdings' production capacity as of August 2015.
•: The combination will provide the ENA business with an extended global platform with the addition of CF Holdings' expansive North American distribution network and the CF Fertilisers facilities in the U.K. to the combined company's significant North American manufacturing base, one of Europe's largest nitrogen production facilities and the ENA business' Dubai-based global distribution and trading operations.
•: The combination is expected to provide estimated after-tax annual run-rate synergies of approximately $500 million by 2018 from the optimization of the combined company's operations, capital and corporate structure.
•: New CF is expected to generate strong cash flows, which should create significant additional financial flexibility for future share repurchases, dividends and growth opportunities at New CF.
•: The fact that members of the Sawiris family, who collectively may be deemed to beneficially own approximately 54.4% of OCI's outstanding ordinary shares, as of November 30, 2015, preferred that New CF be incorporated in the Netherlands, in order to preserve the financial benefits and enhanced flexibility of holding shares in a non-U.S. company.
•: The fact that the fixed nature of the base share consideration (subject to downward adjustment to account for the assumption by New CF of any convertible bonds that remain outstanding at the effective time of the merger) provides certainty to the OCI shareholders as to their approximate aggregate pro forma percentage ownership of the combined company, and that such ownership percentage will not be reduced in the event of an increase in the share price of CF Holdings' common stock or a decrease in OCI's share price prior to the consummation of the combination.
•: The fact that the New CF ordinary shares are expected to be highly liquid, with a significant free float and capitalization, which should provide OCI and its shareholders with desired and improved liquidity for their investment.

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•

The amount of any New CF ordinary shares included in the $700 million additional consideration will be calculated based on the average CF Holdings share price for a period shortly before closing, meaning that the value of the $700 million additional consideration will be relatively stable between signing and closing, which should help ensure that OCI will have a strong balance sheet post-closing.

•

The likelihood that the combination will be completed on a timely basis on the terms contemplated by the combination agreement.

•

The terms and conditions of the combination agreement and related agreements, including:

•: the representations and warranties provided by CF Holdings in the combination agreement with respect to the its business and operations;
•: the limited closing conditions to the combination, including the fact that the obligations of CF Holdings are not subject to a financing condition;
•: that OCI's obligation to consummate the combination is subject to the condition that OCI has received an opinion from Cleary to the effect that the separation should be treated as a reorganization within the meaning of Section 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code; and
•: the fact that if the combination agreement is terminated under specified circumstances, including CF Holdings' acceptance of a superior acquisition proposal and an adverse recommendation change or if certain regulatory approvals are not obtained, CF Holdings will be required to pay OCI a $150 million termination fee, as described in the section entitled "Combination Agreement—Termination Fees—CF Holdings Termination Fee."

•

Zaoui's financial presentation to the OCI board of directors and its oral opinion, which was subsequently confirmed by delivery of a written opinion that as of the date of such written opinion and based upon and subject to the various assumptions and qualifications set forth in such written opinion, the aggregate consideration to be paid for the purchased companies pursuant to the combination agreement was fair, from a financial point of view, to OCI's shareholders, as described in the section entitled "—Opinion of OCI's Financial Advisors" beginning on page 109.

•

BofA Merrill Lynch's written opinion, dated December 18, 2015, to the OCI board of directors that as of the date of such written opinion and based upon and subject to the various assumptions and qualifications set forth in such written opinion, the aggregate consideration to be received in the combination was fair, from a financial point of view, to OCI, as described in the section entitled "—Opinion of OCI's Financial Advisors" beginning on page 109.

•

OCI management's familiarity with the operations and assets of CF Holdings based on the due diligence investigation of CF Holdings and its subsidiaries by OCI and OCI's financial, accounting and legal advisors in connection with the combination.

•

The OCI board of directors' consideration of various alternatives to the combination, including the timing and likelihood of successfully completing any such alternative.

•

The fact that OCI shareholders will retain their ownership in OCI following the closing of the combination, and benefit from the significant upside potential of the retained fertilizer and chemicals business, the ability of current OCI management to focus on maximizing the remaining assets of OCI following closing and the anticipated balance sheet post-closing to support a new round of investment.

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The OCI board of directors also considered a variety of risks and other potentially negative factors, including:

•

the risks faced by the combined company and inherent in the production and distribution of nitrogen fertilizer and methanol products, as described under "Risk Factors—Risk Factors Relating to New CF";

•

the risk that the synergies and other benefits expected to be obtained from the combination might not be obtained or may be delayed, and the substantial costs expected to be incurred to achieve the anticipated synergies;

•

the risk that OCI and CF Holdings must obtain required regulatory approvals and consents to consummate the combination, which, if delayed or not granted, may jeopardize or delay the consummation of the combination, result in additional expenses and/or reduce the expected benefits of the combination;

•

the risk that failure to consummate the combination could have a material adverse effect on OCI's business, financial condition and results of operations, cash flows and/or stock price;

•

the risk that announcement and pendency of the combination, or failure to complete the combination, may cause harm to relationships with employees, suppliers and customers and may divert management's and employees' attention from day-to-day operations for a significant period of time;

•

the extended time period likely required to consummate the combination;

•

the risk that the value of New CF ordinary shares to be retained by OCI following the closing of the combination may decline before all shares are sold;

•

the risk that New CF may not qualify for relevant benefits of the U.S.-Netherlands Tax Treaty;

•

that OCI will incur significant fees and expenses in connection with the combination;

•

that the rights of New CF shareholders and the responsibilities of New CF directors and officers will be governed by Dutch law and New CF's organizational documents, and New CF's governance arrangements and these rights and responsibilities differ from the rights of OCI shareholders and the responsibilities of the directors and officers of OCI under Dutch law and the current organizational documents of OCI;

•

the terms and conditions of the combination agreement and related agreements, including:

•: the consummation of the combination is subject to numerous conditions, which may not be satisfied in a timely manner or at all;
•: the closing conditions in favor of CF as to (i) a change in law that could cause New CF to be treated as a U.S. domestic corporation for U.S. federal tax purposes, (ii) New CF failing to qualify for the relevant benefits of the U.S.-Netherlands Tax Treaty, and (iii) the requirement that Skadden deliver opinions related to clauses (i) and (ii);
•: the restrictions on the conduct of OCI's business prior to the consummation of the combination, which may delay or prevent OCI from pursuing business opportunities that may arise pending the consummation of the combination;

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•: the fact that OCI is not permitted to terminate the combination agreement if the OCI board of directors withdraws its recommendation of the combination agreement or approves or recommends an alternative acquisition proposal and must continue in these circumstances to submit the combination agreement for consideration by the OCI shareholders unless the combination agreement is terminated by CF Holdings;
•: the fact that if the combination agreement is terminated in certain circumstances, including in the event that the OCI board of directors withdraws its recommendation of the combination agreement or approves or recommends an alternative acquisition proposal for OCI, OCI will be required to pay or cause to be paid to CF Holdings an amount equal to $150 million, as described in the section entitled "Combination Agreement—Termination Fees—OCI Termination Fee";
•: the fact that OCI will reimburse CF Holdings for its expenses up to a cap of $30 million if the combination agreement is terminated by either party because the combination agreement was not adopted by OCI shareholders upon a vote taken at a duly held meeting of OCI shareholders as described in the section entitled "Combination Agreement—Expenses Reimbursement";
•: OCI's indemnity obligations to New CF under the combination agreement, as described in the section entitled "Combination Agreement—Indemnification" and "Combination Agreement—Tax Matters" beginning on pages 175 and 177 respectively; and
•: that shareholders of OCI owning approximately 51.7% of OCI's outstanding shares, as of November 30, 2015, have agreed to vote in favor of the combination pursuant to the irrevocable undertakings as described in the section entitled "Irrevocable Undertakings" beginning on page 195;

•: the possibility of litigation challenging the combination;
•: the financial condition, results of operations, business and prospects of OCI after the sale of the ENA business, as well as the liabilities to be retained by OCI;
•: the possibility that OCI shareholders could achieve more value over the long term from the continued operation of OCI without the separation of the ENA business;
•: the risk that, if the conditions to the consummation of the merger and the separation are satisfied or waived, but the additional conditions to the Natgasoline joint venture are not satisfied or waived, then the combination may be effected without the consummation of the Natgasoline joint venture, in which case (i) OCI will retain 100% of its interest in Firewater One and the Natgasoline project and (ii) CF Holdings will not pay the $517.5 million to OCI and therefore OCI will receive less cash consideration in the combination and have less liquidity as a result immediately following the consummation of the transactions.
•: the risk that OCI's 55% stake in the Natgasoline joint venture may appreciate in value in excess of the value of the purchase option granted to CF Holdings, as described in the section entitled "Natgasoline Joint Venture—Transfer Restrictions and Exit Provisions—Call Option."
•: the risk that the fixed amount of the base share consideration (subject to downward adjustment to account for the assumption by New CF of any convertible bonds that remain outstanding at the effective time of the merger) will not be increased to compensate OCI shareholders in the event of a decrease in the share price of CF Holdings' common stock or an increase in OCI's share price prior to the consummation of the combination;
•: the risk that CF Holdings shareholders will fail to approve the combination agreement; and
•: other risk factors as described under "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements."

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In determining that the combination agreement and the transactions contemplated thereby are advisable and in the best interests of OCI and its shareholders, the OCI board of directors considered the reasons and factors set forth above as a whole and concluded that the uncertainties, risks and potentially negative factors relevant to the combination were outweighed by the potential benefits that it expected OCI and its shareholders would achieve as a result of the transaction. The OCI board of directors did not assign specific or relative weights to such reasons and factors. The OCI board of directors based its recommendation on the totality of the information presented. Individual directors may have attributed varying levels of importance to particular reasons and factors and such considerations may have differed significantly among the directors. The reasons and factors listed above are not meant to be a complete and exhaustive list and directors may have considered reasons and factors not discussed above. As you review the recommendation of the OCI board of directors, you should understand that certain directors and executive officers have interests in the combination that may be different from, or are in addition to, the interests of OCI shareholders. The OCI board of directors was aware of such interests and considered them when approving the combination. See "—Interests of Certain Persons in the Combination" and "Risk Factors—Risk Factors Relating to the Combination."

Opinions of OCI's Financial Advisors

Opinion of Zaoui & Co.

OCI retained Zaoui as financial advisor to OCI's board of directors in connection with the combination and the other transactions contemplated by the combination agreement, as amended, which are referred to collectively as the Transactions throughout this section. In connection with this engagement, OCI's board of directors requested that, prior to OCI entering into the amendment to the combination agreement, Zaoui provide an opinion as to the fairness from a financial point of view to the holders (other than CF Holdings and its affiliates) of the OCI ordinary shares of the aggregate consideration, consisting of the base share consideration, the additional consideration and $517 million for the 45% equity interest in Firewater One, which is referred to collectively as the aggregate consideration, to be received by such holders pursuant to the terms of the combination agreement, as amended.

On December 18, 2015, Zaoui delivered to OCI's board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of the same date, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations described in its written opinion, the aggregate consideration proposed to be paid by CF Holdings to the holders (other than CF Holdings and its affiliates) of the OCI ordinary shares, pursuant to the combination agreement, was fair from a financial point of view to such holders.

The full text of Zaoui's written opinion dated December 18, 2015, which sets forth a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Zaoui in preparing its opinion, is attached as Annex I to this document. The summary of the written opinion of Zaoui contained in this document is qualified in its entirety by the full text of Zaoui's written opinion. Zaoui's advisory services and opinion were provided for the information and assistance of OCI's board of directors in connection with its consideration of the Transactions and whether to recommend the combination to holders of OCI ordinary shares. In addition, Zaoui's opinion does not constitute a recommendation to any holder of OCI ordinary shares as to how to vote or act in connection with the proposed Transactions or any related matter.

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In connection with rendering the opinion described above and performing its related financial analyses, Zaoui reviewed, among other things:

•: the combination agreement dated August 6, 2015;
•: a draft of the proposed amendment to the combination agreement dated December 15, 2015;
•: annual reports to shareholders of OCI for the three fiscal years ended December 31, 2014;
•: annual reports to shareholders of CF Holdings for the three fiscal years ended December 31, 2014;
•: certain interim reports to shareholders of each of OCI and CF Holdings;
•: certain other communications from OCI to its shareholders and from CF Holdings to its shareholders;
•: certain publicly available research analyst reports for OCI and CF Holdings;
•: certain financial forecasts for OCI prepared by the management of OCI (which are referred to in this document as the ENA business projections as described in the section captioned "—Certain Unaudited Financial Projections—OCI's ENA Business Projections");
•: certain financial forecasts for CF Holdings prepared by the management of CF Holdings (which are referred to in this document as the industry reference price projections of CF Holdings as described in the section captioned "—Certain Unaudited Financial Projections—CF Holdings' Projections"); and
•: certain operating and financial synergies projected by the management of CF Holdings to result from the Transactions (which are referred to together as the transaction synergies).

Zaoui also participated in discussions with members of the senior managements of OCI and CF Holdings regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of OCI and CF Holdings; reviewed the reported price and trading activity for the OCI ordinary shares and CF Holdings common stock; compared certain financial and stock market information for OCI and CF Holdings with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent comparable business combinations; and performed such other studies and analyses, and considered such other factors, as Zaoui deemed appropriate.

For purposes of rendering its opinion, Zaoui, with the consent of the OCI board of directors, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Zaoui assumed, with the consent of the OCI board of directors, that the ENA business projections and the industry reference price projections of CF Holdings were a reasonable basis upon which to evaluate the business and financial prospects of OCI and CF Holdings, respectively, and that the ENA business projections, the industry reference price projections of CF Holdings and the transaction synergies had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of OCI (with respect to the ENA business projections) and of CF Holdings (with respect to the industry reference price projections of CF Holdings and transaction synergies). Zaoui further assumed, with the consent of the OCI board of directors, that after completion of the Transactions, that OCI will be solvent under all relevant laws applicable to OCI. Zaoui had not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of OCI, CF Holdings, New CF or any of their respective subsidiaries and Zaoui had not been furnished with any such evaluation or appraisal. Zaoui assumed that all governmental,

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regulatory or other consents and approvals necessary for the consummation of the Transactions would be obtained without any adverse effect on OCI, CF Holdings or New CF or on the expected benefits of the Transactions in any way meaningful to its analysis. Zaoui assumed that the Transactions would be consummated on the terms set forth in the combination agreement, as proposed to be amended, and the aggregate consideration will be paid, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Zaoui's opinion did not address the underlying business decision of OCI to engage in the Transactions, or the relative merits of the Transactions as compared to any strategic alternatives that may be available to OCI; nor did it address any legal, tax, regulatory or accounting matters. Zaoui did not conduct a process to solicit interest from any other third party with respect to any business combination or other extraordinary transaction in each case involving the sale of all or substantially all of the OCI ordinary shares and/or assets of OCI. Zaoui's opinion addresses only the fairness from a financial point of view to the holders (other than CF Holdings and its affiliates) of OCI ordinary shares, as of the date of its opinion, of the aggregate consideration to be received by such holders pursuant to the combination agreement. Zaoui did not express any view on, and its opinion did not address, any other term or aspect of the combination agreement, as proposed to be amended, or the Transactions or any term or aspect of any other agreement or instrument contemplated by the combination agreement, as proposed to be amended, or entered into or amended in connection with the Transactions, including, the form or structure of the Transactions or the likely timeframe in which the Transactions will be consummated, the fairness of the Transactions to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of OCI; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of OCI, or class of such persons, in connection with the Transactions, whether relative to the aggregate consideration to be received by the holders of OCI ordinary shares pursuant to the combination agreement, as proposed to be amended, or otherwise. Zaoui did not express any opinion as to the prices at which OCI ordinary shares, New CF ordinary shares or CF Holdings common stock will trade at any time or as to the impact of the Transactions on the solvency or viability of OCI, CF Holdings or New CF or the ability of OCI, CF Holdings or New CF to pay their respective obligations when they become due and its opinion did not in any way address any fraudulent conveyance considerations. Zaoui's opinion was necessarily based on economic, monetary, fiscal, market, regulatory and other conditions as in effect on, and the information made available to Zaoui as of, the date of such opinion and Zaoui assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments, changes in law or regulation or events occurring after the date of such opinion, it being understood that subsequent developments may affect the opinion given by Zaoui and the assumptions used in preparing it.

Summary of Zaoui's Financial Analysis Relating to its December 18, 2015 Opinion

The following is a summary of the material financial analyses prepared and reviewed with OCI's board of directors in connection with the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Zaoui, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Zaoui. Zaoui may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Zaoui's view of the actual consideration payable in the Transactions. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Zaoui. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions

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underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Zaoui's financial analyses and its opinion.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 16, 2015, and is not necessarily indicative of current market conditions.

Transaction Multiples Analysis

Zaoui determined the value of the aggregate consideration based on the closing price for the CF Holdings common stock of $41.43 on December 16, 2015, and OCI and its shareholders' receipt of shares equal to 25.5% of the combined entity's outstanding equity on a fully diluted basis after adjustment for the convertible bonds, plus cash consideration of $668 million, plus the assumption of approximately $1.95 billion in net debt in addition to the convertible bond. This implied an equity value of $4.1 billion and an enterprise value of $6.5 billion for the ENA business.

Zaoui then determined the implied multiples of CF Holdings' offer, calculated by dividing the enterprise value for the ENA business calculated above by the 2015 EBITDA of the ENA business contained in the OCI Forecasts:

Reference year		EV / EBITDA multiple

2015			10.6x

Zaoui then reviewed the multiples implied by selected precedent transactions occurring between 2004 and 2015, based on its professional judgment and experience and taking into account the target's business profile, geographic region and size, as reasonably comparable or relevant for purposes of this analysis. No target or transaction is identical to the ENA business or to the Transactions. There were 22 such transactions in total reviewed by Zaoui for its analysis, which transactions are identified in the below table. The average multiple of enterprise value (calculated as the market capitalization of each target, plus debt, less cash, cash equivalents and marketable securities, plus minority interests and less associates) to such target's earnings before interest, taxes, depreciation and amortization, which is referred to as EBITDA, for the twelve months prior to the transaction of the target was 9.7x.

Date Announced	Target	Acquirer

January 2004	IMC Global	Cargill
September 2005	Dyno Nobel	Consortium led by Macquarie Bank
November 2006	Agricore United	Saskatchewan Wheat Pool
May 2007	Kemira GrowHow Oyj	Yara International ASA
July 2008	Saskferco Products ULC	Yara International ASA
February 2009 (failed)	CF Industries Holdings, Inc.	Agrium Inc.
December 2009	Nufarm Limited (20% stake)	Sumitomo Chemical Corp
January 2010	Fertilizantes Fosfatados S.A.—Fosfertil	Vale S.A
February 2010 (failed)	Terra Industries	Yara International ASA
March 2010	Terra Industries	CF Industries Holdings, Inc.
August 2010 (failed)	Potash Corporation of Saskatchewan, Inc.	BHP Billiton Ltd.
December 2010	Makhteshim Agan Industries (60% stake)	China National Chemical Corporation
December 2010	OAO Silvinit	OAO Uralkali
September 2011	BASF SE (Belgium fertilizer activities)	OAO EuroChem
December 2011	Taminco Corporation	Apollo Global Management, LLC
May 2012	K+S AG (German nitrogen activities)	OAO EuroChem
December 2012	Bunge (Brazilian fertilizer activities)	Yara International ASA
August 2014	Agriphar Crop	Platform Specialty Products Corporation
September 2014	Cheminova A/S	FMC Corporation
September 2014	Taminco Corporation	Eastman Chemical Company
March 2015	Royal DSM (chemicals activities)	CVC Capital Partners
July 2015	GrowHow UK Limited (50% JV stake)	CF Industries Holdings, Inc.

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The analysis indicated the following:

Precedent Transaction Multiples		Low End (excluding failed)			High End (excluding failed)			Average			Median

Enterprise Value to last twelve month EBITDA			6.5x			14.0x			9.7x			9.8x

Zaoui determined, pursuant to this analysis, that the implied multiples of the aggregate consideration payable in the Transactions were within the range of multiples in the precedent transactions.

Selected Comparable Companies Analysis

Zaoui performed a comparable companies analysis with respect to the ENA business and to the combined entity. For purposes of this analysis and comparison, Zaoui reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected comparable publicly-traded companies which it viewed, based on its professional judgment and experience and taking into account the company's business profile, geographic region and size, as reasonably comparable or relevant for purposes of this analysis of the ENA business and the combined entity. No company, independently or as part of a set, is identical to the ENA business or the combined entity.

The following list sets forth the selected publicly-traded comparable companies that were reviewed in connection with this analysis:

•: Agrium Inc.
•: Yara International ASA
•: The Potash Corporation of Saskatchewan Inc.
•: The Mosaic Company
•: Israel Chemicals Ltd.
•: K+S AG

For each of the comparable companies, Zaoui calculated and compared the ratio of such company's enterprise value (calculated as the market capitalization of such company based on its closing share price on December 16, 2015, plus debt, less cash, cash equivalents and marketable securities, plus minority interests and less associates) to such company's estimated EBITDA for each of the years ending December 31, 2016 and 2017. The financial information for each of the selected companies listed above and used by Zaoui in its analysis was based on public filings, consensus estimates, recent equity research reports and other publicly available information.

Based on the analysis of the relevant metrics for each of the comparable companies, Zaoui selected representative ranges of financial multiples as set forth in the table below:

	Enterprise Value to 2016 EBITDA				Enterprise Value to 2017 EBITDA

Multiple	Low End		High End		Low End		High End
ENA business		5.7x		8.3x		5.7x		7.8x
Combined entity		5.7x		8.3x		5.7x		7.8x

Zaoui then applied the ranges of multiples noted above for the ENA business to the 2016 and 2017 EBITDA of the ENA business contained in the ENA business projections to calculate a range of implied equity values of the ENA business. Zaoui also applied the ranges of multiples noted above for the combined entity to the combined entity's estimated 2016 and 2017 EBITDA based on, in the case of the ENA business, the ENA business projections, and in the case of CF Holdings, based on certain

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publicly available forecasts for CF Holdings derived from a consensus of select analysts available as of December 16, 2015, which are referred to as the CF Holdings Street Estimates, and adjusting the combined EBITDA estimates for the operating synergies. The implied equity value of the combined entity was further adjusted for the estimated capitalized value of the financial synergies of $4.9 billion, for the impact of the portion of the aggregate consideration payable in cash (including the $150 million of cash included in the additional consideration and the $517.5 million in cash to be paid for the 45% equity interest in Firewater One) and for the proceeds which were assumed to be received from the pending transaction announced with CHS Inc. Zaoui then compared the range of implied equity values of the ENA business to a range of implied equity values of the aggregate consideration payable in the Transactions, based on an implied equity value of the New CF ordinary shares to be received by OCI and its shareholders, calculated by assuming that OCI and its shareholders will receive 25.5% of the combined entity on a diluted basis after adjustment for the convertible bonds, in addition to the cash consideration described above:

	Multiple by 2016 EBITDA				Multiple by 2017 EBITDA

Equity value	Low End		High End		Low End		High End
ENA business	$	3.5bn	$	6.1bn	$	3.7bn	$	5.9bn
Aggregate consideration (including synergies)	$	5.4bn	$	7.6bn	$	5.9bn	$	7.9bn

Zaoui determined, pursuant to this analysis, that the range of estimated equity values including synergies of the aggregate consideration payable in the Transactions was greater than the range of estimated equity values of the ENA business.

Zaoui also applied the ranges of multiples noted above for the combined entity to the combined entity's estimated 2016 and 2017 EBITDA based on, in the case of the ENA business, the ENA business projections, and in the case of CF Holdings, based on the industry reference price projections of CF Holdings, and adjusting the combined EBITDA estimates for the operating synergies. The implied equity value of the combined entity was further adjusted for the estimated capitalized value of the financial synergies of $4.9 billion, for the impact of the portion of the aggregate consideration payable in cash (including the $150 million of cash included in the additional consideration and the $517.5 million in cash to be paid for the 45% equity interest in Firewater One) and for the proceeds expected to be received from the pending transaction announced with CHS Inc. Zaoui then compared the range of implied equity values of the ENA business to a range of implied equity values of the aggregate consideration payable in the Transactions, based on an implied equity value of the New CF ordinary shares to be received by OCI and its shareholders, calculated by assuming that OCI and its shareholders will receive 25.5% of the combined entity on a diluted basis after adjustment for the convertible bonds, in addition to the cash consideration described above:

	Multiple by 2016 EBITDA				Multiple by 2017 EBITDA

Equity value	Low End		High End		Low End		High End
ENA business	$	3.5bn	$	6.1bn	$	3.7bn	$	5.9bn
Aggregate consideration (including synergies)	$	5.7bn	$	8.0bn	$	5.9bn	$	7.8bn

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Discounted Cash Flow Analysis

ENA Business DCF

Zaoui performed a discounted cash flow, which is referred to as DCF, analysis for the ENA business, without regards to the transaction synergies, to calculate the estimated net present value of (1) the standalone unlevered free cash flows that each of the assets in the ENA business were projected to generate, based on the ENA business projections; and (2) the terminal value for the ENA business. The unlevered free cash flows for the ENA business were calculated using the ENA business projections for EBITDA, depreciation and amortization, effective tax rate, capital expenditures and net impact of working capital. Zaoui, using its professional judgment and expertise, calculated a range of terminal values for the each of the assets in the ENA business at the end of the forecast period by applying a range of perpetual growth rates from 0.75% to 1.75%—depending on the assets—of the unlevered free cash flow of the ENA business for the terminal period based on the ENA business projections. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 9.25% to 13.25%, depending on the assets. Zaoui took the sum of the present value ranges for the ENA business' future cash flows and terminal value to calculate a range of implied enterprise values, and then adjusted such implied enterprise values for expected operating net debt, minority interests and associates to arrive at a range of implied equity values.

CF Holdings DCF based on CF Holdings Street Estimates

Zaoui performed a DCF analysis for CF Holdings, without regards to the transaction synergies, to calculate the estimated net present value of (1) the standalone unlevered free cash flows that CF Holdings' assets were projected to generate, based on the CF Holdings Street Estimates; and (2) the terminal value for CF Holdings. Zaoui, using its professional judgment and expertise, calculated a range of terminal values for CF Holdings at the end of the forecast period by applying a perpetual growth rate ranging from 1.5% to 2.0% of the unlevered free cash flow of CF Holdings for the terminal period based on the CF Holdings Street Estimates. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 8.5% to 9.0%, which were based on CF Holdings' weighted average cost of capital. Zaoui took the sum of the present value ranges for CF Holdings' future cash flows and terminal value to calculate a range of implied enterprise values, and then subtracted from such implied enterprise value the CF Holdings' estimated net debt position as of December 31, 2015, adjusted for the expected proceeds to be received from the pending transaction announced with CHS Inc., to arrive at a range of implied equity values.

CF Holdings DCF based on CF Holdings Projections

Zaoui performed a DCF analysis for CF Holdings, without regards to the transaction synergies, to calculate the estimated net present value of (1) the standalone unlevered free cash flows that CF Holdings assets was projected to generate, based on the industry reference price projections of CF Holdings; and (2) the terminal value for CF Holdings. The unlevered free cash flows for CF Holdings were calculated using the industry reference price projections of CF Holdings for EBITDA, depreciation and amortization, effective tax rate, capital expenditures and net impact of working capital. Zaoui, using its professional judgment and expertise, calculated a range of terminal values for CF Holdings at the end of the forecast period by applying a perpetual growth rate ranging from 1.5 to 2.0% of the unlevered free cash flow of CF Holdings for the terminal period based on the industry reference price projections of CF Holdings. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 8.5% to 9.0%, which were based on CF Holdings' weighted average cost of capital. Zaoui took the sum of the present value ranges for CF Holdings' future cash flows and terminal value to calculate a range of implied enterprise values, and then subtracted from such implied enterprise value the CF Holdings' estimated

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net debt position as of December 31, 2015, adjusted for the expected proceeds to be received from the pending transaction announced with CHS Inc., to arrive at a range of implied equity values.

Implied Valuation of the Aggregate Consideration Payable in the Transactions

Using the range of values obtained for the ENA business and CF Holdings (based on the CF Holdings Street Estimates), the estimated capitalized value of the transaction synergies of $5.6 billion, and adjusting for the impact of the portion of the aggregate consideration payable in cash (including the $150 million of cash included in the additional consideration and the $517.5 million in cash to be paid for the 45% equity interest in Firewater One), Zaoui derived a range of equity values for the combined entity. Zaoui then compared the implied equity values of the ENA business to the implied equity values of the aggregate consideration payable in the Transactions based on an implied equity value of the New CF ordinary shares to be received by OCI and its shareholders, calculated by assuming that OCI and its shareholders will receive 25.5% of the combined entity on a diluted basis after adjustment for the convertible bonds, in addition to the cash consideration described above:

Equity value	Low End DCF Valuation		High End DCF Valuation

ENA business	$	5.6bn	$	6.8bn
Aggregate consideration (including synergies)	$	7.8bn	$	8.9bn

The DCF analysis using the CF Holdings Street Estimates performed by Zaoui indicated that the range of implied equity values including synergies of the aggregate consideration payable in the Transactions was equal to or greater than the range of implied equity values of the ENA business.

Zaoui also derived a range of equity values for the combined entity using the range of values obtained for the ENA business and CF Holdings (based on the industry reference price projections of CF Holdings), the estimated capitalized value of the transaction synergies of $5.6 billion, and adjusting for the impact of the portion of the aggregate consideration payable in cash (including the $150 million of cash included in the additional consideration and the $517.5 million in cash to be paid for the 45% equity interest in Firewater One). Zaoui also compared the implied equity values of the ENA business to the implied equity values of the aggregate consideration payable in the Transactions based on an implied equity value of the New CF ordinary shares to be received by OCI and its shareholders, calculated by assuming that OCI and its shareholders will receive 25.5% of the combined entity on a diluted basis after adjustment for the convertible bonds, in addition to the cash consideration described above:

Equity value	Low End DCF Valuation		High End DCF Valuation

ENA business	$	5.6bn	$	6.8bn
Aggregate consideration (including synergies)	$	7.6bn	$	8.6bn

The DCF analysis using the industry reference price projections of CF Holdings performed by Zaoui indicated that the range of implied equity values including synergies of the aggregate consideration payable in the Transactions was greater than the range of implied equity values of the ENA business.

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its fairness determination, Zaoui considered the results of all of the analyses and did not draw, in isolation, conclusions from or with regard to any

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factor or analysis that it considered. Rather, Zaoui made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the ENA business, OCI, CF Holdings, New CF or the proposed Transactions.

Zaoui prepared these analyses for purposes of providing its opinion to OCI's board of directors as to the fairness from a financial point of view to the holders of OCI ordinary shares, as of the date of its opinion, of the aggregate consideration payable in the Transactions. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to substantial uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of OCI, CF Holdings, New CF, Zaoui or any other person assumes responsibility if future results are materially different from those forecast.

Zaoui's financial analyses and opinion were only one of many factors taken into consideration by OCI's board of directors in its evaluation of the Transactions. Consequently, the analyses described above should not be viewed as determinative of the views of OCI's board of directors or OCI's management with respect to the aggregate consideration payable in the Transactions or as to whether OCI's board of directors would have been willing to determine that any different consideration was fair. The aggregate consideration payable in the Transactions was determined through arm's-length negotiations between OCI and CF Holdings and was approved by OCI's board of directors. Zaoui provided advice to OCI during these negotiations. Zaoui did not recommend any specific transaction consideration to OCI or OCI's board of directors or that any specific transaction consideration constituted the only appropriate consideration for the Transactions.

OCI's board of directors selected Zaoui as its financial advisor in connection with the Transactions based on various factors and criteria, including Zaoui's understanding of OCI's business, Zaoui's leadership position in and understanding of the European M&A market, and other capabilities and strengths.

In connection with Zaoui's services as financial advisor to OCI's board of directors, OCI has agreed to pay Zaoui an aggregate fee of USD 17.5 million, USD 3.5 million of which was payable upon the rendering of Zaoui's opinion given in connection with entry into the combination agreement on August 6, 2015 and USD 14 million of which is payable contingent upon completion of the Transactions. In addition, OCI has agreed to reimburse certain of Zaoui's expenses arising, and to indemnify Zaoui against certain liabilities that may arise, out of Zaoui's engagement. In the two years prior to December 18, 2015, Zaoui did not receive any fees for financial advisory services provided to OCI. Zaoui may also in the future provide financial advisory services to OCI and its affiliates or CF Holdings and its affiliates (including New CF) for which Zaoui may receive further compensation.

Opinion of BofA Merrill Lynch

BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. OCI selected BofA Merrill Lynch to act as OCI's financial advisor solely to render its opinion in connection with the transactions contemplated by the combination agreement on the basis of BofA Merrill Lynch's experience in similar transactions, its reputation in the investment community and its familiarity with OCI and its business. The "Transactions," as used in this section, collectively refer to (i) the contribution by OCI to New CF of OCI Fertilizer International B.V., OCI Nitrogen B.V., OCI Chem 1 B.V. and OCI Personnel B.V.;

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(ii) the transfer by OCI of 45% of the capital stock of Firewater One to CF Holdings; and (iii) the merger of CF Holdings with a subsidiary of New CF pursuant to which it will become a wholly-owned subsidiary of New CF.

On December 18, 2015, BofA Merrill Lynch delivered to OCI's board of directors its written opinion, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the aggregate consideration to be received in the Transactions was fair, from a financial point of view, to OCI. OCI retained BofA Merrill Lynch to act as OCI's financial advisor, solely to render this written opinion in connection with the Transactions.

The full text of BofA Merrill Lynch's written opinion to OCI's board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex J to this document and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to OCI's board of directors for the benefit and use of OCI's board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the aggregate consideration to be received in the Transactions from a financial point of view to OCI. BofA Merrill Lynch's opinion does not address any other aspect of the Transactions and no opinion or view was expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to OCI or in which OCI might engage or as to the underlying business decision of OCI to proceed with or effect the Transactions. BofA Merrill Lynch's opinion does not address any other aspect of the Transactions and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Transactions or any related matter.

In connection with rendering its opinion, BofA Merrill Lynch:

(a): reviewed certain publicly available business and financial information relating to the ENA business and CF Holdings;
(b): reviewed certain internal financial and operating information with respect to the business, operations and prospects of the ENA business furnished to or discussed with BofA Merrill Lynch by the management of OCI, including certain financial forecasts relating to the ENA business prepared by the management of OCI, which are referred to in this document as the ENA business projections and which are provided in the section captioned "—Certain Unaudited Financial Projections—OCI's ENA Business Projections";
(c): reviewed certain internal financial and operating information with respect to the business, operations and prospects of CF Holdings prepared by the management of CF Holdings and furnished to or discussed with BofA Merrill Lynch by the management of OCI, including certain financial forecasts relating to CF Holdings prepared by the management of CF Holdings, which we refer to in this section as the CF Holdings projections and which are provided in the section captioned "—Certain Unaudited Financial Projections—CF Holdings' Projections";
(d): reviewed certain estimates as to the amount and timing of cost savings and revenue enhancements prepared by the management of CF Holdings and furnished to and discussed with us by the management of OCI anticipated to result from the Transactions (which we refer to in this section as the synergies), including synergies related to structure and tax which we refer to in this section as the financial synergies;
(e): discussed the past and current business, operations, financial condition and prospects of the ENA business with members of senior management of OCI;

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(f): reviewed the trading history for CF Holdings common stock and a comparison of that trading history with the trading histories of other companies BofA Merrill Lynch deemed relevant;
(g): compared certain financial information of the ENA business and CF Holdings with similar information of other companies BofA Merrill Lynch deemed relevant;
(h): compared certain financial terms of the Transactions to financial terms, to the extent publicly available, of other transactions BofA Merrill Lynch deemed relevant;
(i): reviewed the combination agreement together with a draft, dated December 15, 2015, of the proposed amendment to the combination agreement; and
(j): performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information, including the ENA business projections and the CF Holdings projections, and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of OCI that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the ENA business projections, BofA Merrill Lynch was advised by OCI and has assumed, that they form a reasonable basis upon which to evaluate the ENA business and, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of OCI as to the future financial performance of the ENA business and other matters covered thereby. With respect to the CF Holdings projections and synergies including financial synergies, BofA Merrill Lynch was advised by OCI, and have assumed, at OCI's direction, that they are a reasonable basis upon which to evaluate the business and financial prospects of CF Holdings and that they have each been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of CF Holdings as to the future financial performance of CF Holdings and the other matters covered thereby.. BofA Merrill Lynch relied, at the direction of OCI, on the assessments of the management of CF Holdings as to CF Holdings' ability to achieve the synergies including the financial synergies, and assumed, with the consent of OCI, that the synergies, including the financial synergies, will be realized in the amounts and at the times projected. BofA Merrill Lynch did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of OCI, the ENA business or CF Holdings, nor did it make any physical inspection of the properties or assets of OCI, the ENA business or CF Holdings. BofA Merrill Lynch did not evaluate the solvency or fair value of OCI, the ENA business or CF Holdings under any laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of OCI, that the Transactions would be completed in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on OCI, the ENA business or the contemplated benefits of the Transactions. BofA Merrill Lynch also assumed, at the direction of OCI, that the final executed combination agreement would not be altered in any material respect except as set out in the draft amendment to the combination agreement, which we have assumed will not differ in any material respect from the draft of the proposed amendment to the combination agreement reviewed by us.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the Transactions (other than the aggregate consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Transactions. BofA Merrill Lynch did not consider, and expressed no opinion on, the impact of the Transactions on the remaining assets and business of OCI. BofA Merrill Lynch understood that, in connection with the Transactions, a call

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option may be granted by OCI to New CF over the remainder of the equity share capital in Firewater One S.a.r.l. BofA Merrill Lynch did not consider and did not take into account such call option or any value thereof in arriving at its opinion. BofA Merrill Lynch was not requested to, and it did not, participate in the negotiation of the terms of the Transactions (including the amendment), nor was it requested to, and it did not, provide any advice or services in connection with the Transactions other than the delivery of its written opinion. BofA Merrill Lynch expressed no view or opinion as to any such matters. BofA Merrill Lynch was not requested to, and did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of the ENA business or any alternative transaction. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, to OCI of the aggregate consideration to be received in the Transactions and no opinion or view was expressed with respect to any consideration received in connection with the Transactions by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Transactions, or class of such persons, relative to the aggregate consideration. Furthermore, no opinion or view was expressed as to the relative merits of the Transactions in comparison with other strategies or transactions that might be available to OCI or with respect to the ENA business in which OCI might engage or as to the underlying business decision of OCI to proceed with or effect the Transaction, including the amendment to the combination agreement. BofA Merrill Lynch did not express any opinion as to what the value of any shares including New CF shares actually would be when issued or the prices at which any shares including New CF shares would trade at any time, including following the announcement or consummation of the Transactions. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Transactions or any related matter. Except as described above, OCI imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by BofA Merrill Lynch's EMEA Fairness Opinion Review Committee.

The following represents a brief summary of the material financial analyses prepared by BofA Merrill Lynch in connection with the opinion BofA Merrill Lynch and delivered to OCI's board of directors. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the information provided in tabular format must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Summary of ENA Business Financial Analyses

In performing its financial analyses, BofA Merrill Lynch reviewed each of the assets of the ENA business (which are referred to collectively in this section as ENA assets) on a standalone basis. The financial analyses undertaken on the ENA business were performed on the basis of the ENA business projections, with and without taking into account the potential synergies including financial synergies arising from the contemplated combination of the ENA business and CF Holdings.

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Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for OCI, the ENA business and the following five publicly traded companies in the fertilizer sector, which are referred to in this section as the ENA business selected publicly traded companies, which BofA Merrill Lynch viewed, based on its professional judgment and experience, as comparable and relevant with respect to the ENA business, taking into account the ENA business' business profile, geographic exposure and size:

•: Agrium Inc.
•: CF Industries Holdings, Inc.
•: Mosaic Company
•: Potash Corporation of Saskatchewan Inc.
•: Yara International ASA

Company	Enterprise Value

Agrium, Inc.	$	17.7 billion
CF Industries Holdings, Inc.	$	11.1 billion
Mosaic Company	$	12.0 billion
Potash Corporation oF Saskatchewan Inc.	$	17.3 billion
Yara International ASA	$	12.2 billion

BofA Merrill Lynch reviewed, among other things, enterprise values of the ENA business selected publicly traded companies, calculated as equity values based on their respective closing prices on December 15, 2015, plus debt and minority interests, less cash, and adjusted for equity affiliates, as appropriate, as a multiple of calendar year 2016 estimated earnings before interest, taxes, depreciations and amortization, which is commonly referred to as EBITDA. BofA Merrill Lynch then applied calendar year 2016 EBITDA multiples of 5.5x to 8.1x from the ENA business selected publicly traded companies to the OCI Nitrogen B.V. and the IFCo assets' calendar year 2016 estimated EBITDA. BofA Merrill Lynch valued OCI Beamount at its market valuation as of December 15, 2015. The enterprise value for ENA business' global distribution business was derived using a discounted cash flow analysis and Firewater One was valued at the cash consideration offered by CF Holdings of $518 million, which was in line with the BofA Merrill Lynch derived value for 45% of the equity value based on a discounted cash flow analysis (see "—Discounted Cash Flow Analysis" for further detail). An equity value for the ENA business was then calculated by summing the derived enterprise values for the ENA assets, adjusted for assumption of approximately $1.95 billion in net debt by New CF. Estimated financial data of the ENA business selected publicly traded companies was based on publicly available research analysts' estimates, and estimated financial data of the ENA business was based on the ENA business projections.

The ENA business equity value ranges derived on the basis of the above approach have been compared to the aggregate consideration to be paid to OCI and its shareholders, including and excluding synergies. The aggregate equity consideration has been valued on the basis of the closing price for the CF Holdings common stock of $40.81 on December 15, 2015, and OCI and its shareholders receipt of shares equal to 28.7% of New CF's outstanding equity on a fully diluted basis after adjustment for the additional $550 million consideration paid in New CF shares, including the stake attributable to convertible bond holders, plus cash consideration of $668 million. The value of synergies attributable to OCI and its shareholders of approximately $1.7 billion has been estimated on the basis of a discounted cash flow analysis (see "Other Factors" for more details on the calculation of the net present value of synergies including financial synergies attributable to OCI and its shareholders).

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This analysis indicated the following approximate equity value reference range for the ENA business, as compared to the standalone equity consideration including and excluding synergies calculated as set forth below:

Implied Standalone Equity Value Reference Range for the ENA Business		Standalone Equity Consideration Excluding Synergies		Standalone Equity Consideration Including Synergies

$3.6 billion - $5.6 billion		$4.5 billion		$6.2 billion

No company used in this analysis is identical or directly comparable to the ENA business. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the ENA business was compared.

Selected Precedent Transactions Analysis. BofA Merrill Lynch determined the implied multiples of CF Holdings' offer, based on the closing price for the CF Holdings common stock of $40.81 on December 15, 2015, and not accounting for synergies, by dividing the enterprise value for the ENA business calculated above by the 2015 and 2016 EBITDA of the ENA business contained in the ENA business projections:

Reference Year		Implied ENA Business EV / EBITDA Multiple

2015E		10.6x
2016E		6.4x

BofA Merrill Lynch then reviewed, to the extent publicly available, financial information relating to the following fives elected transactions announced prior to December 15, 2015 involving companies in the nitrogen fertilizer sector:

Acquiror	Target	Announcement Date	Transaction Value

CVR Partners	Rentech Nitrogen Partners	August 10, 2015	$0.8 billion
CF Industries Holdings, Inc.	GrowHow UK Ltd.	July 1, 2015	$0.6 billion
CF Industries Holdings, Inc.	Terra Industries Inc.	January 16, 2009	$4.9 billion
Yara International ASA	Terra Industries Inc (transaction aborted)	January 15, 2010	$4.3 billion
Yara International ASA	Saskferco Products ULC	July 14, 2008	$1.6 billion

BofA Merrill Lynch reviewed transaction values, calculated as the implied enterprise value for the target company based on the consideration payable in the selected transaction, as a multiple of the target company's normalized last 12 months' estimated EBITDA. BofA Merrill Lynch then applied the last 12 months' estimated EBITDA multiples of 6.6x to 8.1x, derived from the selected transactions, to OCI Nitrogen B.V.'s December 2015 trailing twelve months' estimated EBITDA and OCI Beaumont and IFCo's estimated 2016 EBITDA to capture the value of the ongoing expansion projects. The enterprise values for ENA business' global distribution business and Firewater One were valued in accordance with the methodology described under "Selected Publicly Traded Companies Analysis." An equity value for the ENA business was then calculated by summing up the derived enterprise values for the ENA assets, adjusted for assumption of approximately $1.95 billion in net debt by New CF. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of the ENA business was based on the ENA business projections. The standalone equity consideration including and excluding synergies was valued in accordance with the methodology described under "Selected Publicly Traded Companies Analysis." This analysis indicated the following approximate standalone equity value

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reference range for the ENA business, as compared to the standalone equity consideration including and excluding synergies calculated as set forth above:

Implied Standalone Equity Value Reference Range for the ENA Business		Standalone Equity Consideration Excluding Synergies		Standalone Equity Consideration Including Synergies

$5.2 billion - $6.5 billion		$4.5 billion		$6.2 billion

No company, business or transaction used in this analysis is identical or directly comparable to the ENA business or the Transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the ENA business and the Transactions were compared.

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a sum-of-the-parts discounted cash flow analysis to calculate the estimated enterprise value of the ENA business by summing (i) the ENA business' projected after-tax unlevered free cash flows for fiscal years 2016 through 2019 based on ENA business projections and (ii) the "terminal value" of the ENA business, and discounted the resulting amount to its present value using a discount rate. BofA Merrill Lynch calculated the estimated present value of the standalone unlevered, after-tax free cash flows that the ENA business was forecasted to generate based on the ENA business projections. The unlevered, after-tax free cash flows of the ENA business were calculated by taking the tax-affected earnings before interest and tax expense, adding back non-cash charges, and subtracting capital expenditures and adjusting for changes in working capital. The residual values of the ENA assets at the end of the forecast period, or "terminal values," were estimated by applying a terminal perpetuity growth rate of 1.1% - 1.5% to the ENA assets' normalized unlevered free cash flows following the end of the forecast period. The perpetuity growth rate mid-point was selected on the basis of the International Fertilizer Industry Association's long term nitrogen demand forecasts. The terminal value of the ENA business' global distribution business was estimated by applying a terminal perpetuity growth rate of 0.0% to normalized unlevered free cash flow following the end of the forecast period. The cash flows and terminal values were then discounted to present values as of December 31, 2015 using a discount rate range from 8.75% to 11.25% depending on the ENA business asset. The range of discount rates was selected based on an analysis of the weighted average cost of capital of the ENA business assets and the ENA business selected publicly traded companies. An equity value for the ENA business was then calculated by summing the derived enterprise values for the ENA assets, adjusted for assumption of approximately $1.95 billion in net debt by New CF. The standalone equity consideration excluding and including synergies was valued in accordance with the methodology described under "Selected Publicly Traded Companies Analysis." This analysis indicated the following approximate standalone equity value reference range for the ENA business, as compared to the standalone equity consideration including and excluding synergies calculated as set forth above:

Implied Standalone Equity Value Reference Range for the ENA Business		Standalone Equity Consideration Excluding Synergies		Standalone Equity Consideration Including Synergies

$5.5 billion - $6.9 billion		$4.5 billion		$6.2 billion

The analysis performed by BofA Merrill Lynch shows the standalone equity consideration payable to OCI and its shareholders including synergies falls within the range of implied standalone equity values of the ENA business.

Summary of CF Holdings Financial Analysis

BofA Merrill Lynch, separate from the financial analysis of the ENA business, performed a valuation analysis on CF Holdings in order to assess the intrinsic value of the 28.7% fully diluted equity

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stake in New CF that would be received by OCI and its shareholders as part of the aggregate equity consideration (see "Valuation of the aggregate equity consideration payable to OCI and its shareholders" for more details on the calculation of the aggregate equity consideration). The financial analyses undertaken with respect to CF Holdings were performed on the basis of the industry reference price projections of CF Holdings contained in the CF Holdings projections, without taking into account the synergies.

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for CF Holdings and the following four publicly traded companies in the fertilizer sector, which are referred to in this section as the CF Holdings selected publicly traded companies, which BofA Merrill Lynch viewed, based on its professional judgment and experience, comparable and relevant with respect to CF Holdings, taking into account its business profile, geographic exposure and size:

•: Agrium Inc.
•: Mosaic Company
•: Potash Corporation of Saskatchewan Inc.
•: Yara International ASA

BofA Merrill Lynch reviewed, among other things, the closing stock prices on December 15, 2015 of the CF Holdings selected publicly traded companies as a multiple of calendar year 2016's estimated earnings per share, commonly referred to as EPS. BofA Merrill Lynch also reviewed enterprise values of the CF Holdings selected publicly traded companies, calculated as equity values based on closing stock prices on December 15, 2015, plus debt and minority interests, less cash, and adjusted for equity affiliates, as appropriate, as a multiple of calendar year 2016 estimated EBITDA:

Company	Enterprise Value

Agrium, Inc.	$	17.7 billion
Mosaic Company	$	12.0 billion
Potash Corporation oF Saskatchewan Inc.	$	17.3 billion
Yara International ASA	$	12.2 billion

BofA Merrill Lynch then applied calendar year 2016 EPS multiples of 10.0x to 12.7x derived from the CF Holdings selected publicly traded companies to CF Holdings' calendar year 2016 estimated EPS attributable for common stockholders and applied calendar year 2016 EBITDA multiples of 5.5x to 8.1x derived from a comparison of the CF Holdings selected publicly traded companies to CF Holdings' calendar year 2016 estimated EBITDA excluding the contribution from non-controlling interest. To derive the equity value from the enterprise value for the calendar year 2016 estimated EBITDA based valuation, BofA Merrill Lynch added the value of the cash and investment in associates and subtracted the value of CF Holdings debt as of September 30, 2015. This analysis indicated the following approximate implied per share equity value reference range for CF Holdings as compared to the closing price of CF Holdings common stock on December 15, 2015:

Implied Per Share Equity Value Reference Ranges for CF Holdings

		Closing Trading Price of CF Holdings on December 15, 2015
2016E EPS	2016E EBITDA	Closing Trading Price of CF Holdings on December 15, 2015
$37.74 - $47.87	$50.19 - $77.57	$	40.81

No company used in this analysis is identical or directly comparable to CF Holdings. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics

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and other factors that could affect the public trading or other values of the companies to which CF Holdings' business was compared.

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis to calculate the estimated equity value of CF Holdings by summing (i) CF Holdings' projected after-tax unlevered free cash flows for fiscal years 2016 through 2019 based on the CF Holdings projections without taking into account the potential synergies arising from the contemplated combination of the ENA business and CF Holdings and (ii) the terminal value of CF Holdings, and discounted the resulting amount to its present value using a discount rate. BofA Merrill Lynch calculated the estimated present value of the standalone unlevered, after-tax free cash flows that CF Holdings was forecasted to generate based on the CF Holdings projections. The unlevered, after-tax free cash flows of CF Holdings were calculated by taking the tax-affected earnings before interest and tax expense excluding contribution from non-controlling interest, adding back non-cash charges, and subtracting capital expenditures and adjusting for changes in working capital. The terminal value for CF Holdings was estimated by applying a terminal perpetuity growth rate of 1.1% - 1.5% to CF Holdings' normalized unlevered free cash flows following the end of the forecast period. The perpetuity growth rate mid-point was selected on the basis of the International Fertilizer Industry Association's long term nitrogen demand forecasts. The cash flows and terminal value were then discounted to present value as of December 31, 2015 using a discount rate range from 8.75% to 9.25%. The range of discount rates was selected based on an analysis of the weighted average cost of capital of CF Holdings and the CF Holdings selected publicly traded companies. The sum of future cash flows and terminal value for CF Holdings was used to calculate a range of implied enterprise values which were then adjusted for the value of CF Holdings debt, adjusted cash and investment in associates position as of September 30, 2015. This analysis indicated the following approximate implied per share equity value reference ranges for CF Holdings compared to the closing price of CF Holdings common stock on December 15, 2015:

Implied Per Share Equity Value Reference Range for CF Holdings		Reference Share Price of CF Holdings on December 15, 2015

$65.52 - $73.57		$	40.81

Other Factors

Synergies Analysis. BofA Merrill Lynch performed a discounted cash flow analysis to evaluate the value of the synergies including financial synergies. BofA Merrill Lynch calculated the net present value of free cash flows attributable to the synergies including financial synergies by discounting present value to December 31, 2015, using discount rates ranging from 8.75% to 9.25%, assuming a similar risk profile of New CF vis-à-vis the ENA assets and CF Holdings (see "—Discounted Cash Flow Analysis" for further detail on discount rates), assuming a tax rate of 35.0% to calculate the post-tax value of operational synergies, and observed at the mid-point of the discount range approximately $1.7 billion of synergies including financial synergies attributable to OCI and its shareholders in accordance with their expected ownership of 28.7% of New CF's outstanding equity on a fully diluted basis including stake attributable to convertible bond holders.

Research Analysts' Price Targets. BofA Merrill Lynch reviewed research analysts' target prices for CF Holdings and observed equity analyst price targets in a range of $53.00 to $65.00 as of December 15, 2015.

52-Week Trading Range (High / Low). BofA Merrill Lynch reviewed historical trading levels of CF Holdings' common stock and observed historical stock prices of $39.64 - $70.32 for the 52-week period ending December 15, 2015.

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Valuation of the Aggregate Equity Consideration Payable to OCI and its Shareholders

As part of its analysis, BofA Merrill Lynch compared the implied value of the aggregate equity consideration payable to OCI and its shareholders vis-a-vis the implied standalone equity value for the ENA business.

The implied value of the aggregate equity consideration payable to OCI and its shareholders is defined as the sum of the equity value of ENA business and the equity value of CF Holdings, valued on the basis of selected methodologies described above, and taking into account the synergies, as described above, and further adjusting for the impact of the portion of the consideration payable in cash (including the $150 million of cash included in the additional consideration and the $518 million in cash to be paid for the 45% equity interest in Firewater One) and assuming OCI and its shareholders' ownership is 28.7% in the combined entity on a fully diluted basis, which includes the stake attributable to convertible bond holders.

Valuing CF Holdings' equity value at its current market capitalization on the basis of the closing price for CF Holdings' common stock of $40.81 on December 15, 2015 and valuing the equity value of the ENA business at a range of $3.6 billion - $5.6 billion based on selected publicly traded companies analysis as described in the section entitled "—Selected Publicly Traded Companies Analysis" in the "—Summary of ENA business Financial Analysis" section, results in the following approximate equity value reference ranges for the aggregate equity consideration, as defined above, as compared to the implied standalone equity value for the ENA business:

Implied Standalone Equity Value Reference Range for the ENA Business		Aggregate Equity Consideration Range Excluding Synergies		Aggregate Equity Consideration Range Including Synergies

$3.6 billion - $5.6 billion		$4.2 billion - $4.7 billion		$5.8 billion - $6.4 billion

Valuing CF Holdings' equity value based on research analysts' price targets range of $53.00 to $65.00 as of December 15, 2015, as described in the section entitled "—Other Factors" and valuing the ENA business at a range of $3.6 billion - $5.6 billion based on the selected publicly traded companies analysis, as described in "—Selected Publicly Traded Companies Analysis" in the "—Summary of ENA business Financial Analysis" section, results in the following approximate equity value reference ranges for the aggregate equity consideration, as defined above, as compared to the implied standalone equity value for the ENA business:

Implied Standalone Equity Value Reference Range for the ENA Business		Aggregate Equity Consideration Range Excluding Synergies		Aggregate Equity Consideration Range Including Synergies

$3.6 billion - $5.6 billion		$5.0 billion - $6.3 billion		$6.7 billion - $8.0 billion

Valuing both CF Holdings and ENA business based on discounted cash flow analysis as described in the section entitled "—Discounted Cash Flow Analysis" in the "—Summary of CF Holdings Financial Analysis" and "—Summary of ENA business Financial Analysis" sections, results in the following approximate equity value reference ranges for the aggregate equity consideration, as defined above, as compared to the implied standalone equity value for the ENA business:

Implied Standalone Equity Value Reference Range for the ENA Business		Aggregate Equity Consideration Range Excluding Synergies		Aggregate Equity Consideration Range Including Synergies

$5.5 billion - $6.9 billion		$6.4 billion - $7.3 billion		$8.0 billion - $9.0 billion

The analysis performed by BofA Merrill Lynch shows the aggregate equity consideration range payable to OCI and its shareholders including synergies exceeds the range of implied standalone equity values of the ENA business.

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Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses prepared by BofA Merrill Lynch in connection with delivery of its opinion to OCI's board of directors and is not a comprehensive description of all analyses undertaken by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch's analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of OCI and CF Holdings. The estimates of the future performance of the ENA business, CF Holdings and New CF in or underlying BofA Merrill Lynch's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch's analyses. These analyses were prepared solely as part of BofA Merrill Lynch's analysis of the fairness, from a financial point of view, of the aggregate consideration in connection with the delivery by BofA Merrill Lynch of its opinion to OCI's board of directors. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch's view of the actual values of the ENA business, CF Holdings or New CF.

The type and amount of consideration payable in the Transactions was determined through negotiations between OCI and CF Holdings, rather than by any financial advisor, and was approved by OCI's board of directors. The decision to enter into the combination agreement was solely that of OCI's board of directors. As described above, BofA Merrill Lynch's opinion was only one of many factors considered by OCI's board of directors in its evaluation of the proposed Transactions and should not be viewed as determinative of the views of OCI's board of directors or management with respect to the Transactions or the aggregate consideration.

OCI agreed to pay BofA Merrill Lynch for its services a fee of $1,000,000 in connection with the delivery of its initial written opinion, payable upon the delivery by BofA Merrill Lynch of its opinion (regardless of the conclusions reached therein). OCI also agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade

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or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of OCI, CF Holdings and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to OCI and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as (i) Joint Financial Advisor to Orascom Construction Ltd. in connection with the demerger and dual listing on NASDAQ Dubai and EGX of OCI's engineering and construction business; (ii) Administrative Agent, Mandated Lead Arranger and Bookrunner for, and a lender under, certain credit facilities of OCI and OCI Beaumont LLC; (iii) Lead Left Bookrunner in connection with OCI Partners LP IPO; (iv) Joint Bookrunner for a financing in connection with Orascom Construction Industries SAE's nitrogen fertilizer plant, and (v) having provided or providing OCI and certain of its affiliates with treasury and trade management services and products. From November 1, 2013 to October 31, 2015, BofA Merrill Lynch and its affiliates derived aggregate revenues of approximately $15 million from OCI and certain of its affiliates for corporate, commercial and investment banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently may be providing, and in the future may provide investment banking, commercial banking and other financial (including credit or financing) services to CF Holdings and may have received or in the future may receive compensation for the rendering of these services, including having acted or acting as a lender to CF in its $2,000 million revolving credit facility. From November 1, 2013 to October 31, 2015, BofA Merrill Lynch and its affiliates received or derived aggregate revenues of approximately $1.5 million from CF and certain of its affiliates for corporate, commercial and investment banking services.

Certain Unaudited Financial Projections

Neither CF Holdings nor OCI, as a matter of course, makes public long-term projections as to future financial performance due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates. As a result, neither CF Holdings nor OCI endorses the unaudited financial projections as a reliable indication of future results.

CF Holdings' Projections

CF Holdings produced two sets of projections of CF Holdings. One set of projections of CF Holdings, which are referred to as the internal projections of CF Holdings, was based upon nitrogen fertilizer price projections as determined by CF Holdings' management. The second set of projections of CF Holdings, which are referred to as the industry reference price projections of CF Holdings, was based upon nitrogen fertilizer price projections as published by a variety of industry reference publications. The internal projections of CF Holdings and CF Holdings' projections of the ENA business were provided in connection with the amended combination agreement to each of Morgan Stanley and Goldman Sachs, CF Holdings' financial advisors. The industry reference price projections of CF Holdings were provided to OCI and OCI's financial advisors on a confidential basis as part of their due diligence process. Collectively, the internal projections of CF Holdings, the industry reference price projections of CF Holdings and CF Holdings' projections of the ENA business comprise the CF Holdings projections.

The adjustments made by CF Holdings management to OCI's projections of the ENA business included (i) revising nitrogen fertilizer and methanol product pricing assumptions to make them consistent with CF Holdings' internal forecasts, (ii) revising manufacturing operating patterns to be consistent with CF Holdings' experience in running similar facilities, (iii) revising capacity and planned production mix at the Wever facility to values disclosed by OCI in previous public communications,

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(iv) deferring the expected start date of the Natgasoline project, and (v) adjusting certain fixed cost assumptions. The inclusion of information about the CF Holdings projections in this document should not be regarded as an indication that any of CF Holdings, OCI or any recipient of this information considered, or now considers, the CF Holdings projections to be predictive of actual future results. The information about the CF Holdings projections included in this document is presented solely because the internal projections of CF Holdings and CF Holdings' projections of the ENA business were provided to the CF Holdings board of directors, CF Holdings' financial advisors, Morgan Stanley and Goldman Sachs, and, with respect to the industry reference price projections of CF Holdings only, to OCI and OCI's financial advisors.

The CF Holdings projections were prepared and adjusted solely for internal use and are subjective in many respects and thus subject to interpretation. While presented with numeric specificity, the CF Holdings projections reflect numerous estimates and assumptions made by CF Holdings management and OCI management with respect to industry performance and competition, general business, economic, market, and financial conditions, and matters specific to CF Holdings and the ENA business, all of which are difficult to predict and many of which are beyond the control of CF Holdings, New CF and the ENA business. Many of these assumptions are subject to change and the CF Holdings projections do not reflect revised business prospects for CF Holdings or the ENA business, changes in general business, economic, market, or financial conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such projections were prepared and adjusted. As a result, there can be no assurance that the results reflected in the CF Holdings projections will be realized or that actual results will not materially vary from the CF Holdings' projections. In addition, since the CF Holdings projections cover multiple years, such projections by their nature become less accurate with each successive year. Therefore, the inclusion of the CF Holdings projections in this document should not be relied on as necessarily predictive of actual future results nor construed as financial guidance. Shareholders of CF Holdings and OCI are urged to review the risk factors under the heading "Risk Factors" beginning on page 28 of this document. See also "Cautionary Statement Concerning Forward-Looking Statements" and "Where You Can Find More Information" beginning on pages 66 and 353, respectively, of this document.

The CF Holdings projections were not prepared with a view toward compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or IFRS or U.S. GAAP. The CF Holdings projections reflect estimates and judgments at the time of preparation and adjustment based on the information available to CF Holdings management and OCI management. Neither CF Holdings' independent registered public accounting firm nor any other independent accountants have compiled, examined, or performed any procedures with respect to the CF Holdings projections, nor have they expressed any opinion or any other form of assurance on such projections or the achievability of the results reflected in such projections, and they assume no responsibility for, and disclaim any association with, these unaudited financial projections. Accordingly, neither CF Holdings' independent registered public accounting firm nor any other independent accountants provide any form of assurance with respect to the CF Holdings projections for the purpose of this document.

The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by CF Holdings, OCI or New CF that it is viewed by CF Holdings, OCI or New CF as material information of CF Holdings, and in fact, none of CF Holdings, OCI and New CF views the unaudited prospective financial information as material because of the inherent risks and uncertainties associated with such long-term projections. The unaudited prospective financial information should be evaluated in conjunction with the historical financial statements and other information regarding CF Holdings and the ENA business contained in this document and CF Holdings' public filings with the SEC.

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Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts may have changed since the date such projections were prepared and adjusted. CF Holdings has not updated and does not intend to update or otherwise revise the CF Holdings projections to reflect circumstances existing after the date when such projections were prepared and adjusted or to reflect the occurrence of future events, except to the extent required by applicable law.

Shareholders of CF Holdings and OCI are urged to review "The ENA Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business" beginning on pages 233 and 275, respectively, and the ENA business' Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements and related notes beginning on page FS-1, for a description of the historical results of operations, financial condition, and capital resources of the ENA business.

	Internal Projections of CF Holdings(1) (in millions) Fiscal Year Ended December 31,

	2015			2016		2017		2018		2019
Revenue	$	4,602		$	5,110	$	5,761	$	6,115	$	6,512
EBITDA(2)	$	2,234		$	1,726	$	2,555	$	2,907	$	3,258
Free Cash Flow(3)	$	(1,747	)(3)	$	161	$	1,194	$	1,498	$	1,772

(1): Table assumes that the acquisition of the remaining fifty percent (50%) interest of CF Fertilisers UK Limited from Yara International ASA occurred on January 1, 2015.
(2): Non-GAAP measure. For this purpose, EBITDA means earnings before interest, taxes, depreciation and amortization.
(3): Non-GAAP measure. For this purpose, Free Cash Flow means cash flow provided by operating activities less cash flow used in financing activities less dividends paid to non-controlling interest.

	Industry Reference Price Projections of CF Holdings(1) (in millions) Fiscal Year Ended December 31,

	2015		2016		2017		2018		2019
Revenue	$	4,994	$	5,376	$	5,581	$	5,686	$	5,805
EBITDA(2)	$	2,615	$	2,427	$	2,433	$	2,493	$	2,589

(1): Table assumes that the acquisition of the remaining fifty percent (50%) interest of CF Fertilisers UK Limited from Yara International ASA occurred on January 1, 2015.
(2): Non-GAAP measure. For this purpose, EBITDA means earnings before interest, taxes, depreciation and amortization.

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	CF Holdings' Projections of the ENA Business (in millions) Fiscal Year Ended December 31,

	2015			2016		2017		2018		2019
Revenue(1)	$	1,502		$	1,805	$	1,983	$	2,071	$	2,146
EBITDA(1)(2)(3)	$	460		$	611	$	716	$	836	$	890
Capital Expenditures(1)	$	818		$	239	$	82	$	58	$	95
Free Cash Flow(4)(5)	$	(543	)	$	204	$	433	$	548	$	570

(1): Includes 80% of the projection of OCI Partners LP for this financial measure.
(2): Non-GAAP measure. For this purpose, EBITDA means earnings before interest, taxes, depreciation and amortization.
(3): Includes 45% of Firewater One net income and depreciation and amortization in the amounts of $0, $0, $14 million, $55 million and $56 million for each of the years 2015 through 2019.
(4): Non-GAAP measure. For this purpose, Free Cash Flow means cash flow provided by operating activities less cash flow used in financing activities less dividends paid to non-controlling interest.
(5): Includes 45% of Firewater One distributions, estimated to be in the amounts of $0, $0, $0, $30 million and $42 million for each of the years 2015 through 2019.

OCI's ENA Business Projections

In connection with its consideration of strategic alternatives and discussions with CF Holdings, OCI prepared and provided OCI's projections of the ENA business, which are referred to as the ENA business projections, to each of Zaoui and BofA Merrill Lynch, OCI's financial advisors, and on a confidential basis as part of their due diligence process, to CF Holdings and CF Holdings' financial advisors. The ENA business projections most recently provided to such parties before OCI's board of directors approved the amended combination agreement are set forth below. The inclusion of information about the ENA business projections in this document should not be regarded as an indication that any of OCI, CF Holdings or any recipient of this information considered, or now considers, the ENA business projections to be predictive of actual future results. The information about the ENA business projections included in this document is presented solely because the ENA business projections were provided to the OCI board of directors, OCI's financial advisors, Zaoui and BofA Merrill Lynch, CF Holdings and CF Holdings' financial advisors.

The ENA business projections were prepared solely for internal use and are subjective in many respects and thus subject to interpretation. While presented with numeric specificity, the ENA business projections reflect numerous estimates and assumptions made by OCI management with respect to industry performance and competition, general business, economic, market, and financial conditions, and matters specific to OCI and the ENA business, all of which are difficult to predict and many of which are beyond the control of OCI and the ENA business. Many of these assumptions are subject to change and the ENA business projections do not reflect revised business prospects for the ENA business, changes in general business, economic, market, or financial conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such projections were prepared. As a result, there can be no assurance that the results reflected in the ENA business projections will be realized or that actual results will not materially vary from the ENA business projections. In addition, since the ENA business projections cover multiple years, such projections by their nature become less accurate with each successive year. Therefore, the inclusion of the ENA business projections in this document should not be relied on as necessarily predictive of

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actual future results nor construed as financial guidance. Shareholders of OCI and CF Holdings are urged to review the risk factors under the heading "Risk Factors" beginning on page 28 of this document. See also "Cautionary Statement Concerning Forward-Looking Statements" beginning on page 66 of this document.

In particular, OCI made the following primary assumptions in preparing the ENA business projections:

•: That IFCo will begin production in late 2015 with full ramp-up in 2016;
•: That the Natgasoline facility will be completed on budget and begin production in the second quarter of 2017;
•: That input and labor costs (other than gas costs) will increase in line with inflation, and that gas costs will increase in line with the natural gas forward curve as of late July 2015;
•: That nitrogen fertilizer and methanol product price projections will be in line with certain industry reference publications, and, in the case of methanol, certain assumptions of OCI management; and
•: That existing plants would be operated in the ordinary course and turnarounds would take place as planned from time to time by management.

The ENA business projections were not prepared with a view toward compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or IFRS or U.S. GAAP. The ENA business projections reflect estimates and judgments at the time of preparation and adjustment based on the information available to OCI management. Neither OCI's independent public accounting firm nor any other independent accountants have compiled, examined, or performed any procedures with respect to the ENA business projections, nor have they expressed any opinion or any other form of assurance on such projections or the achievability of the results reflected in such projections, and they assume no responsibility for, and disclaim any association with, these unaudited financial projections. Accordingly, neither OCI's independent registered public accounting firm nor any other independent accountants provide any form of assurance with respect to the ENA business projections for the purpose of this document.

The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by OCI, CF Holdings or New CF that it is viewed by OCI, CF Holdings or New CF as material information of the ENA business, and in fact, none of OCI, CF Holdings and New CF views the unaudited prospective financial information as material because of the inherent risks and uncertainties associated with such long-term projections. The unaudited prospective financial information should be evaluated in conjunction with the historical financial statements and other information regarding the ENA business contained in this document.

Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts may have changed since the date such projections were prepared and adjusted. OCI has not updated and does not intend to update or otherwise revise the ENA business projections to reflect circumstances existing after the date when such projections were prepared and adjusted or to reflect the occurrence of future events, except to the extent required by applicable law.

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Shareholders of OCI and CF Holdings are urged to review "The ENA Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business" beginning on pages 233 and 275, and the ENA business' Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements and related notes beginning on page FS-1 respectively, for a description of the historical results of operations, financial condition, and capital resources of the ENA business.

	ENA Business Projections (in millions) Fiscal Year Ended December 31,

	2015		2016		2017		2018		2019
Revenue(1)(2)	$	1,611	$	2,272	$	2,781	$	3,050	$	3,061
EBITDA(1)(2)(3)	$	610	$	1,006	$	1,289	$	1,469	$	1,461
Capital Expenditures(1)(2)	$	1,414	$	818	$	182	$	67	$	88

(1): Includes 100% of the projection of OCI Partners LP for this financial measure.
(2): Includes 100% of the projection of Firewater One for this financial measure.
(3): Non-GAAP measure. For this purpose, EBITDA means earnings before interest, taxes, depreciation and amortization.

Interests of Certain Persons in the Combination

CF Holdings

New CF—Employment Following the Combination

The New CF executive officers after the transactions are expected to be the same as the executive officers of CF Holdings prior to the effective time of the transactions.

Equity Acceleration

Pursuant to the terms of the CF Holdings stock plans and applicable award agreements and under the terms of the combination agreement:

•: each stock option to purchase shares of CF Holdings common stock will vest in full upon the closing and will be converted into an option to purchase the same number of New CF ordinary shares at the same exercise price as applied to the CF Holdings option prior to the closing;
•: each share of restricted stock granted under a CF Holdings stock plan will vest in full and will be converted into the right to receive one New CF ordinary share; and
•: each award of restricted stock units ("RSUs"), performance stock units (PSUs), performance shares, phantom shares or other similar rights or awards (collectively, the "Other Equity Rights") granted under a CF Holdings stock plan and relating to shares of CF Holdings common stock will vest in full and will be converted into the right to receive one New CF ordinary share, except that shares of New CF issuable upon the vesting of CF Holdings

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restricted stock units will be issued in accordance with the vesting schedule applicable to the CF Holdings restricted stock units immediately prior to closing or such later time as necessary to comply with Section 409A of the Internal Revenue Code.

The table below shows the value of the accelerated vesting of CF Holdings equity awards held by the directors and executive officers of CF Holdings assuming the closing occurred on November 30, 2015, and based on a price of $60.40 per share with respect to CF Holdings common stock (the average per share closing price of CF Holdings common shares over the first five business days following August 6, 2015) and further assuming the holder of each stock option immediately exercised the New CF stock option in its entirety and received a New CF ordinary share. Notwithstanding the foregoing, as further described below, to the extent any of the executive officers becomes entitled to a gross-up payment with respect to any excise tax under Section 4985 of the Internal Revenue Code to which the executive becomes subject, such executive will be required to waive entitlement to accelerated vesting of the executive's equity awards upon the closing of the combination and to instead receive such accelerated vesting only upon certain qualifying terminations of employment following the closing of the combination in exchange for such gross-up payment. Alternatively, an executive can elect not to receive the gross-up payment and instead will be entitled to accelerated vesting of the executive's equity awards upon the closing of the combination.

	Number of Shares Underlying Awards Subject to Accelerated Vesting

Name	Stock Options ($)		Restricted Stock ($)		Other Equity Rights ($)		Total ($)
Directors
Robert C. Arzbaecher		—		118,082		—		118,082
William Davisson		—		118,082		—		118,082
Stephen A. Furbacher		—		196,904		—		196,904
Stephen J. Hagge		—		118,082		—		118,082
John D. Johnson		—		118,082		—		118,082
Robert G. Kuhbach		—		118,082		—		118,082
Edward A. Schmitt		—		118,082		—		118,082
Theresa E. Wagler		—		118,082		—		118,082
Anne Noonan		—		114,639		—		114,639
Executive Officers
W. Anthony Will		1,053,534		507,360		1,995,289		3,556,183
Dennis P. Kelleher		719,431		570,780		792,522		2,082,733
Douglas C. Barnard		558,253		413,740		611,096		1,583,089
Bert A. Frost		706,959		507,360		759,043		1,973,362
Philipp P. Koch		578,839		443,940		582,518		1,605,297
Christopher Bohn		219,361		160,060		345,285		724,706
Adam Luke Hall		233,139		366,930		280,897		880,966
Richard A. Hoker		190,483		160,060		205,402		555,945
Wendy S. Jablow		454,653		253,680		553,641		1,261,974

Change in Control Agreements

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executive resigns because of good reason, in either case within the period of 24 months following (or in certain cases prior to) a change in control (as such terms are defined in the agreements).

The combination will constitute a change in control within the definition under the change in control agreements.

Under the change in control agreements, an executive will be deemed to have good reason if CF Holdings:

•: fails to pay the executive specified annual salary or provide certain benefits;
•: assigns the executive duties inconsistent with the executive's current position or substantially and adversely alters the executive's responsibilities;
•: fails to continue any compensation plan that constitutes a material portion of the executive's compensation; or
•: changes the executive's primary employment location by more than 35 miles.

Following a qualifying termination, the change in control agreements for each executive officer provide for (i) a lump sum payment to the executive officer equal to two times (or, three times in the case of Mr. Will) the sum of the executive's base salary and target annual incentive payment; (ii) welfare benefit continuation for a period of two years (or three years, in the case of Mr. Will) and outplacement services for a period of up to two years; and (iii) a pro-rata annual incentive payment for the year of termination, assuming target levels of performance or, if higher, actual year-to-date performance.

In addition, if the executive is otherwise eligible to participate in Supplement B of the CF Holdings Pension Plan, which is referred to in this document as the Old Retirement Plan, or, in the case of Messrs. Will and Kelleher, Supplement A of the CF Holdings Pension Plan, which is referred to in this document as the New Retirement Plan, the executive will receive a cash payment equal to the actuarial value of two additional years (or, three additional years in the case of Mr. Will) of age and service credit under the plan and will be credited with two additional years (or, three additional years in the case of Mr. Will) of age and service credit under the CF Holdings Supplemental Benefit and Deferral Plan. If the executive is not fully vested in the executive's benefits under these plans, the executive will also receive a cash payment equal to the executive's unvested benefits.

Each executive will also receive a cash payment equal to the contributions that CF Holdings would have made on the executive's behalf for a period of two years (or, three years in the case of Mr. Will) under the CF Holdings' 401(k) Plan and the related amounts that CF Holdings would have credited to the executive's account balance under the CF Holdings Supplemental Benefit and Deferral Plan. If the executive is not fully vested in the executive's benefits under these plans, the executive will also receive a cash payment equal to the executive's unvested benefits.

The change in control agreements of the executive officers, other than Messrs. Will and Kelleher, further provide that, if any of the payments to the executive become subject to the "golden parachute" excise tax imposed by Section 4999 of the Internal Revenue Code, the executive will be entitled to receive an additional gross-up payment such that, after payment by the executive of all taxes, including any excise tax imposed upon the gross-up payment, the executive will receive the net after-tax benefit that the executive would have received had the excise tax not been imposed.

Each of the executives is required to sign a release of claims at the time of the qualifying termination as a condition to receiving any such payments or benefits under the executive's change in control agreement.

It is contemplated that certain stock-based compensation held by certain executive officers and directors of CF Holdings will become subject to an excise tax under Section 4985 of the Internal

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Revenue Code as a result of the completion of the combination. In December 2015, the compensation committee of CF Holdings' board of directors approved CF Holdings' management's recommendation to enter into arrangements with affected executives and directors under which each such individual will receive a gross-up payment such that, after payment by the individual of the excise tax under Section 4985, the individual will receive the net after-tax benefit that the individual would have received had the excise tax not been imposed. In exchange for such gross-up payment, CF Holdings will require the executive officers to waive entitlement to accelerated vesting of their equity awards upon the closing of the combination and to instead provide that such accelerated vesting will apply only upon certain of the circumstances constituting a qualifying termination of employment following the closing of the combination. To the extent any executive does not execute such a waiver, the executive will not receive a gross-up payment and will instead be entitled to receive accelerated vesting of the executive's equity awards upon the closing of the combination.

Assuming the closing of the combination occurred on November 30, 2015, and based on a price of $60.40 per share with respect to CF Holdings common shares (the average per share closing price of CF Holdings common shares over the first five business days following August 6, 2015) each of the executives would have been entitled to receive the following estimated severance benefits upon a qualifying termination of the executive's employment on such date, assuming the executive exercised all of the executive's stock options on such date:



W. Anthony Will	7,700,000	166,326	180,000	3,556,183	91,377	9,033,489	20,727,375
Dennis P. Kelleher	2,323,958	56,522	69,000	2,082,733	59,400	3,535,685	8,127,298
Douglas C. Barnard	2,020,833	—	60,000	1,583,089	70,579	4,456,664	8,191,165
Bert A. Frost	2,121,875	—	63,000	1,973,362	70,654	4,667,765	8,896,656
Philipp P. Koch	1,947,917	432,762	60,000	1,605,297	39,094	2,814,700	6,899,769
Christopher Bohn	1,406,250	36,891	45,000	724,706	69,271	1,754,323	4,036,441
Adam Luke Hall	1,441,667	31,769	48,000	880,966	70,799	1,100,314	3,573,515
Richard A. Hoker	1,314,167	—	45,600	555,945	70,740	1,381,846	3,368,298
Wendy S. Jablow	1,593,750	—	51,000	1,261,974	55,769	2,199,495	5,161,988

(1): This amount includes the estimated gross-up amount that could become payable to each executive officer in connection with the Internal Revenue Code Section 4985 excise tax attributable to each executive based on the assumptions described above.

Other Potential Payments to Directors

As noted above, it is contemplated that certain stock-based compensation held by certain directors of CF Holdings will become subject to an excise tax under Section 4985 of the Internal Revenue Code as a result of the completion of the combination and it is also contemplated that CF Holdings will enter into arrangements with affected directors under which each such director will receive a gross-up payment such that, after payment by the director of the excise tax under Section 4985, the director will receive the net after-tax benefit that the director would have received had the excise tax not been imposed. The table below sets forth an estimated gross up amount that could become payable to each director in connection with the Section 4985 excise tax attributable to each director, assuming the

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closing of the combination occurred on November 30, 2015, and based on a price of $60.40 per share with respect to CF Holdings common shares.

Director Name		Estimated Excise Tax Gross-up ($)

Robert C. Arzbaecher			81,708
William Davisson			76,321
Stephen A. Furbacher			119,717
Stephen J. Hagge			38,167
John D. Johnson			85,088
Robert G. Kuhbach			83,471
Edward A. Schmitt			79,345
Theresa E. Wagler			75,759
Anne Noonan			76,137

Indemnification of Directors and Officers

CF Holdings' certificate of incorporation provides that CF Holdings shall indemnify its directors and officers to the fullest extent permitted by law; provided, that, except for proceedings to enforce rights to indemnification, CF Holdings shall not be required to indemnify any director or officer in connection with a proceeding initiated by such person unless such proceeding was authorized or consented to by the CF Holdings board of directors. The CF Holdings board of directors may provide to employees and agents of CF Holdings similar indemnification rights. The right to indemnification includes the right to advancement of expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

CF Holdings' bylaws provide that CF Holdings will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person was a director or officer of CF Holdings against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith, in a manner such person reasonably believed to be in or not opposed to the best interests of CF Holdings and, in the case of criminal proceedings, held no reason to believe such action was unlawful. CF Holdings' bylaws provide equivalent indemnification rights with respect to actions, suits or proceedings by or in the right of CF Holdings, except if such director is adjudged to be liable to CF Holdings in such action, unless and to the extent the court determines that despite the finding of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

CF Holdings has entered into separate indemnification agreements with each of its directors and officers that require CF Holdings to indemnify them to the fullest extent permitted by law. These indemnification agreements also require CF Holdings to advance any expenses incurred by its directors and officers as a result of any proceeding against them as to which they could be indemnified.

OCI

In considering the recommendation of the OCI board of directors, OCI shareholders should be aware that the directors and executive officers of OCI have interests in the proposed combination that may be different from, or in addition to, the interests of OCI shareholders generally and which may create potential conflicts of interest. The OCI board of directors was aware of these interests and considered them when it approved the combination agreement and the transactions contemplated thereby.

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As of November 30, 2015, the OCI directors and executive officers collectively beneficially owned 62,536,611 OCI ordinary shares (which number includes all unvested shares underlying certain equity awards to such directors and executive officers). Upon the completion of the combination, in respect of any OCI ordinary shares owned by such directors and executive officers, they will receive, as will all other OCI shareholders, their pro rata share of the New CF ordinary shares distributed by OCI in the distribution. The vesting or payment of such shares may be accelerated in connection with the combination.

New CF Designees

Pursuant to the combination agreement, OCI has designated Gregory Heckman and Alan Heuberger to serve on the New CF board of directors, effective at the closing. Mr. Heckman is currently a non-executive member of the OCI board of directors. Mr. Heckman intends to resign from the OCI board of directors immediately prior to the closing of the combination. Mr. Heuberger is a senior manager at BMGI, which is responsible for all of William H. Gates III's non-Microsoft investments as well as all of the investments of the Bill & Melinda Gates Foundation Trust. William H. Gates III is the sole member of Cascade Investment, L.L.C. The Bill & Melinda Gates Foundation Trust and Cascade Investment, L.L.C. are expected to retain their ownership interests in OCI in addition to having interests in New CF upon completion of the combination. For a description of William H. Gates III's, Cascade Investment, L.L.C.'s and the Bill & Melinda Gates Foundation Trust's ownership interests in OCI as of November 30, 2015, see "Ordinary Share Ownership of Certain Beneficial Owners of OCI—Beneficial Ownership of 5% Shareholders of OCI."

Indemnification Following Closing of the Combination

The combination agreement provides that, for a period of at least six years after the closing date, New CF shall not, and shall not permit any of the purchased companies and their subsidiaries to, amend, repeal or modify any provision in any charter documents of the purchased companies and their subsidiaries relating to the exculpation, indemnification or advancement of expenses with respect to any individual who is now, or who has been at any time prior to the date of the combination agreement, or who becomes prior to the closing, a director or officer of the purchased companies and their subsidiaries, in connection with acts or omissions occurring on or prior to the closing.

Financing Related to the Combination

New CF expects that it will require a total of approximately $1.0 billion in cash in connection with the consummation of the combination, to repay indebtedness of the ENA business and to pay transaction fees and expenses. New CF expects to fund this cash requirement from the following sources: borrowings under the bridge credit agreement and/or alternative external financing, together with CF Holdings' cash on hand. In the event that the conditions to the consummation of the Natgasoline joint venture are satisfied or waived and the Natgasoline joint venture is consummated, New CF expects that the additional $517.5 million in cash required to pay the consideration for the 45% equity interest in Firewater One would be funded from the same sources.

The following is a summary of selected provisions of the bridge credit agreement and the amended credit agreement. While CF Holdings believes this description covers the material terms of the bridge credit agreement and the amended credit agreement, it may not contain all of the information that is important to you and is qualified in its entirety by reference to the 364-Day Bridge Credit Agreement and the Third Amended and Restated Revolving Credit Agreement which were attached as exhibits 10.1 and 10.2 to the Current Report on Form 8-K of CF Holdings filed with the SEC on September 23, 2015, and are incorporated by reference into this document, and to the amendments to those agreements, which were attached as exhibits 10.1 and 10.2 to the Current Report on Form 8-K of CF Holdings filed with the SEC on December 21, 2015 and are incorporated by reference into this

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document. See the section entitled "Where You Can Find More Information" beginning on page 353. You are urged to read the 364-Day Bridge Credit Agreement and the Third Amended and Restated Revolving Credit Agreement and the related amendments carefully and in their entirety.

Bridge Credit Agreement

On September 18, 2015, CF Holdings, as a guarantor, and its wholly-owned subsidiary CF Industries, as the tranche A borrower, entered into a senior unsecured 364-Day Bridge Credit Agreement, which, as amended, is referred to in this document as the bridge credit agreement, with the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. On the tranche B closing date, as defined in the bridge credit agreement, New CF would become a party to the bridge credit agreement as the tranche B borrower. The tranche B closing date would occur upon the satisfaction of certain specified conditions, including the occurrence of the closing under the combination agreement, which is referred to in this document as the closing date.

The bridge credit agreement was entered into pursuant to the terms of the commitment letter that CF Holdings entered into with Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA on August 6, 2015, in connection with the combination agreement.

The bridge credit agreement provided for a single borrowing of tranche A bridge loan of up to $1,000,000,000 that would have been used by CF Industries, first to reduce amounts outstanding, if any, under the amended credit agreement and then for general corporate purposes; and provides for a single borrowing of tranche B bridge loan of up to $3,000,000,000 that may be used by New CF to pay the cash portion, if any, of the purchase price for specified equity interests to be acquired pursuant to the combination agreement; to consummate the refinancing of specified debt in connection with the transactions contemplated by the combination agreement, which is referred to in this document as the subject debt; to pay fees and expenses in connection with the transactions contemplated by the bridge credit agreement and the combination agreement; and in an amount of up to $1,300,000,000 for general corporate purposes.

The obligations of the lenders to fund the tranche A bridge loan under the bridge credit agreement automatically terminated on September 24, 2015 in connection with the closing of a $1.0 billion private placement of senior notes issued by CF Industries and guaranteed by CF Holdings. The obligations of the lenders to fund the tranche B bridge loan under the bridge credit agreement expires on August 6, 2016 (or no later than November 6, 2016, if extended pursuant to the terms thereof), or earlier as provided in the bridge credit agreement. The obligations of the lenders to fund the tranche B bridge loan under the bridge credit agreement are subject to customary limited conditionality. The tranche B bridge loan matures on the date that is 364 days after the initial funding of such loan.

The bridge credit agreement is voluntarily prepayable from time to time without premium or penalty and is mandatorily prepayable with, and the commitments thereunder will automatically be reduced by, the net cash proceeds from specified issuances of equity interests of CF Holdings and its subsidiaries and, on and after the closing date, New CF and its subsidiaries, specified issuances or incurrences of debt by such persons and the net cash proceeds (including casualty insurance proceeds and condemnation awards) from specified dispositions of assets of such persons, with specified exceptions, including a right to reinvest such proceeds or awards in assets used or useful in the business of such persons and their subsidiaries. Commitments under the bridge credit agreement will also be reduced by the amount of commitments under certain designated term loan facilities and by the amount of any subject debt as to which, on or prior to the tranche B closing date, arrangements have been made to permit such debt to remain outstanding in accordance with its terms or permanent repayment or termination has been effected by OCI and its affiliates.

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Borrowings under the bridge credit agreement will be denominated in dollars and will bear interest at a per annum rate equal to, at the applicable borrower's option, the one, two, three or six month (or, if available to, or with the consent of, each lender, such period that is less than one month or greater than six months) LIBOR rate plus a margin of 1.125% to 2.00%, or a base rate plus a margin of 0.125% to 1.00%. The margin added to the LIBOR rate or to the base rate will depend on CF Holdings' (or, after the consummation of the transactions contemplated by the combination agreement on the closing date, New CF's) credit rating at the time. In addition, the margin will increase by 0.25% per annum every 90 days commencing with the 90^th day after the date of the initial funding of the tranche B bridge loan through the date that is 270 days after the date of such initial funding. Commencing on October 5, 2015, CF Industries is required to pay an undrawn commitment fee equal to 0.15% of the undrawn portion of the commitments under the bridge credit agreement. CF Industries and New CF will also be required to pay duration fees ranging from 0.50% to 1.00% at specified intervals following the funding of the tranche B bridge loan.

All obligations under the bridge credit agreement are unsecured. Currently, CF Holdings and CF Industries are the only guarantors of the obligations under the bridge credit agreement. Certain of CF Holdings' U.S. subsidiaries, and, on and after the closing date, certain of New CF's and CF Holdings' material wholly-owned U.S. and foreign subsidiaries, will be required to become guarantors of the obligations under the bridge credit agreement if (i) such subsidiaries guarantee other debt for borrowed money (subject to specified exceptions) of CF Holdings, CF Industries or New CF in an aggregate principal amount in excess of $500 million or (ii) such subsidiaries are borrowers under, issuers of, or guarantors of specified debt obligations of CF Holdings, CF Industries or New CF, including debt under the amended credit agreement.

The bridge credit agreement contains customary representations and warranties and covenants for a transaction of this type, including two financial maintenance covenants: (i) a requirement that the interest coverage ratio, as defined in the bridge credit agreement, be maintained at a level of not less than 2.75 to 1.00 and (ii) a requirement that the total leverage ratio, as defined in the bridge credit agreement, be maintained at a level of not greater than 3.75 to 1.00.

The bridge credit agreement contains events of default (with notice requirements and cure periods, as applicable) customary for a financing of this type, including, but not limited to, non-payment of principal, interest or fees; inaccuracy of representations and warranties in any material respect; and failure to comply with specified covenants. Upon the occurrence and during the continuance of an event of default under the bridge credit agreement and after any applicable cure period, subject to specified exceptions, the administrative agent may, and at the request of the requisite lenders is required to, accelerate the loans under the bridge credit agreement or terminate the lenders' commitments under the bridge credit agreement.

Certain subsidiaries of CF Holdings are, and, on and after the closing date, certain subsidiaries of New CF will be, excluded from certain of the representations and warranties, events of default, and covenants under the bridge credit agreement.

Each of the lenders under the bridge credit agreement and certain of their respective affiliates have performed or may in the future perform various commercial banking, lending, investment banking, financial advisory, trustee, hedging or other services for CF Holdings, CF Industries and subsidiaries and affiliates of CF Holdings and CF Industries, including as underwriters in connection with certain outstanding debt securities of CF Industries, for which they have received or will receive fees and reimbursement of expenses. Certain of the lenders under the bridge credit agreement are lenders under the amended credit agreement, and Morgan Stanley Senior Funding, Inc. is the administrative agent under the amended credit agreement.

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Revolving Credit Agreement

On September 18, 2015, CF Holdings, as a guarantor, and CF Industries, as a borrower prior to the closing date, entered into a $2.0 billion senior unsecured Third Amended and Restated Revolving Credit Agreement, which, as amended, is referred to in this document as the amended credit agreement, with the lenders from time to time party thereto; Morgan Stanley Senior Funding, Inc., as administrative agent; and Morgan Stanley Bank, N.A., Goldman Sachs Bank USA, Bank of Montreal, Royal Bank of Canada, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Wells Fargo Bank, National Association, as issuing banks, which amended and restated CF Holdings' $1.5 billion senior unsecured Second Amended and Restated Revolving Credit Agreement, dated as of March 20, 2015, that was scheduled to mature March 20, 2020. On the closing date, New CF would become a party to the amended credit agreement as a borrower. CF Industries or, following the closing date, New CF may designate as borrowers one or more wholly-owned subsidiaries that are organized in the U.S. or any state thereof, the District of Columbia, the Netherlands or England and Wales. The amended credit agreement provides for a revolving credit facility of up to $2.0 billion with a maturity of September 18, 2020. The borrowers will use borrowings under the amended credit agreement for working capital and general corporate purposes.

Borrowings under the amended credit agreement may be denominated in dollars, Canadian dollars, Euro and Sterling, and will bear interest at a per annum rate equal to, at the applicable borrower's option, the one, two, three or six month (or, if available to, or with the consent of, each lender, such period that is less than one month or greater than six months) eurocurrency rate for such currency plus a margin of 1.125% to 2.00%, or a base rate plus a margin of 0.125% to 1.00%. The borrowers are required to pay an undrawn commitment fee equal to 0.125% to 0.30% of the undrawn portion of the commitments under the amended credit agreement, as well as customary letter of credit fees. The margin added to the applicable eurocurrency rate or to the base rate, as well as the amount of the commitment fee, will depend on CF Holdings' (or, after the consummation of the transactions contemplated by the combination agreement on the closing date, New CF's) credit rating at the time.

All obligations under the amended credit agreement are unsecured. Currently, CF Holdings and CF Industries are the only guarantors of the obligations under the amended credit agreement. On and after the closing date, New CF will be required to be a guarantor of the obligations of any other borrowers under the amended credit agreement. Certain of CF Holdings' U.S. subsidiaries, and, on and after the closing date, certain of New CF's and CF Holdings' material wholly-owned U.S. and foreign subsidiaries, will be required to become guarantors of the obligations under the amended credit agreement if (i) such subsidiaries guarantee other debt for borrowed money (subject to specified exceptions) of CF Holdings, CF Industries or New CF in an aggregate principal amount in excess of $500 million or (ii) such subsidiaries are borrowers under, issuers of, or guarantors of specified debt obligations of CF Holdings, CF Industries or New CF, including debt under the bridge credit agreement.

The representations, warranties, events of default and covenants contained in the amended credit agreement are substantially similar to those contained in the bridge credit agreement. Upon the occurrence and during the continuance of an event of default under the amended credit agreement and after any applicable cure period, subject to specified exceptions, the administrative agent may, and at the request of the requisite lenders is required to, accelerate the loans under the amended credit agreement or terminate the lenders' commitments under the amended credit agreement. Certain subsidiaries of CF Holdings are, and, on and after the closing date, certain subsidiaries of New CF will be, excluded from certain of the representations and warranties, events of default, and covenants under the amended credit agreement.

Each of the lenders under the amended credit agreement and certain of their respective affiliates have performed or may in the future perform various commercial banking, lending, investment banking,

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financial advisory, trustee, hedging or other services for CF Holdings, CF Industries and subsidiaries and affiliates of CF Holdings and CF Industries, including as underwriters in connection with certain outstanding debt securities of CF Industries for which they have received or will receive fees and reimbursement of expenses. Certain of the lenders under the amended credit agreement are lenders under the bridge credit agreement, and Morgan Stanley Senior Funding, Inc. is the administrative agent under the bridge credit agreement.

Regulatory Matters

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder by the FTC, the combination cannot be completed until CF Holdings and OCI each file a notification and report form with the FTC and the Antitrust Division of the DOJ and the applicable waiting period under the HSR Act has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar day waiting period following the parties' filing of their respective HSR Act notification forms or the early termination of that waiting period. CF Holdings and OCI filed their respective HSR Act notifications on August 31, 2015. On September 30, 2015, with the consent of OCI, CF Holdings withdrew its HSR filing and re-filed it on October 2, 2015. The waiting period under the HSR Act with respect to the proposed merger expired at 11:59 p.m., Eastern Time, on November 2, 2015.

At any time before or after consummation of the combination, notwithstanding the expiration of the waiting period under the HSR Act, the FTC or the Antitrust Division of the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the combination, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Similarly, at any time before or after the completion of the combination, and notwithstanding the termination of the waiting period under the HSR Act, any state Attorney General could take such action under equivalent state antitrust laws it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the combination or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

European Union Antitrust Matters

The completion of the combination is subject to obtaining antitrust approval in the European Union. The European Union Merger Regulation requires notification of the combination and approval by the European Commission as the combination exceeds certain thresholds. CF Holdings filed a first draft notification of the combination with the European Commission on September 14, 2015, a second draft on October 9, 2015, a third draft on October 25, 2015, and filed a formal notification on October 30, 2015. The European Commission granted unconditional approval of the combination on December 4, 2015.

Turkey Antitrust Matters

Turkish competition law requires notification of and approval by the Turkish Competition Authority (Rekabet Kurumu) as the combination exceeds certain thresholds. CF Holdings filed a formal notification of the combination with the Turkish Competition Authority on September 11, 2015. The Turkish Competition Authority granted unconditional approval on October 6, 2015.

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CFIUS

Completion of the combination is also conditioned on the conclusion of any review or investigation of the combination by CFIUS in which CFIUS determined that the combination does not constitute a "covered transaction" pursuant to the DPA or that there are no unresolved national security concerns, or a determination by the President of the United States of America to not take action under the DPA. The parties will submit a joint voluntary notice of the combination to CFIUS. Pursuant to the DPA, CFIUS reviews certain transactions which could result in control of a U.S. business by a foreign person. These reviews may be initiated upon the submission of a voluntary notice to CFIUS by the parties or by CFIUS acting unilaterally. Following CFIUS acceptance of the notice, CFIUS review of a covered transaction occurs in an initial 30 day review period that may be extended by CFIUS for an additional 45-day investigation period. At the close of its review or investigation, CFIUS may determine that there are no national security concerns with the transaction, may impose mitigation terms to resolve any national security concerns with the covered transaction or may send a report to the President recommending that the transaction be suspended or prohibited. It may also provide notice to the President that CFIUS cannot agree on a recommendation regarding the covered transaction. Under the DPA, the President has 15 days to act in response to a CFIUS report. CFIUS may also determine that the combination is not subject to CFIUS review because the combination will not result in control of a U.S. business by a foreign person.

Department of State and Department of Defense

CF Nitrogen, a subsidiary of CF Holdings, is registered with the U.S. Department of State as a manufacturer of materials that are controlled under the International Traffic in Arms Regulations. CF Nitrogen also engages in certain U.S. Government contracting activities that are regulated by the U.S. Department of Defense. In connection with the combination, appropriate notice and other filings will be made with the U.S. Department of State and the U.S. Department of Defense.

Dutch Works Council Consultation Process

Accounting Treatment of the Combination

The combination will be accounted for under the acquisition method of accounting for business combinations under U.S. GAAP, with CF Holdings treated as the acquirer. Under the acquisition method of accounting, CF Holdings will allocate the purchase price of this acquisition to tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values. These estimates will be determined through established and generally accepted valuation techniques. Transaction costs will be expensed as incurred.

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Receipt of New CF Ordinary Shares by CF Holdings Shareholders

As part of the transactions contemplated by the combination agreement, MergerCo will merge with and into CF Holdings, with CF Holdings as the surviving entity of the merger as a wholly-owned subsidiary of New CF. As part of such merger, each issued and outstanding share of CF Holdings common stock will be cancelled and converted into the right to receive one validly issued New CF ordinary share. As such, each share of CF Holdings common stock held by CF Holdings shareholders immediately prior to the closing will be exchanged for one New CF ordinary share.

Promptly after the effective time of the merger, New CF's exchange agent will mail a letter of transmittal to each former holder of record of shares of CF Holdings common stock. The letter of transmittal will specify that delivery will be effected, and risk of loss and title to the certificates representing shares, if you possess physical stock certificates, will pass, only upon proper delivery of such certificates to the exchange agent or, in the case of book-entry shares, upon adherence to the procedures set forth in such letter of transmittal. CF Holdings shareholders should not return stock certificates with the enclosed proxy card.

After the completion of the combination, each share of CF Holdings common stock will no longer be outstanding and will cease to exist, and each certificate or book-entry share that previously represented outstanding shares of CF Holdings common stock will represent only the right to receive New CF ordinary shares and will not entitle its holder or any other person to any rights as a shareholder of CF Holdings or a shareholder of New CF.

Upon issuance, it is expected that the New CF ordinary shares will be held through the facilities of The Depository Trust Company.

Receipt of New CF Ordinary Shares by OCI Shareholders

As soon as practicable following its receipt of the base share consideration and prior to the effective time of the merger, OCI will distribute a portion of the New CF ordinary shares received as the base share consideration, as determined in the reasonable discretion of OCI, by way of a reduction of the nominal value of the ordinary shares in the capital of OCI pro rata to its shareholders; provided that the number of New CF ordinary shares distributed will not be less than 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF. The distribution will be effected by means of a reduction of the nominal value of each ordinary share in issue in the capital of OCI, which capital reduction will become effective at the time a notarial deed to amend OCI's articles of association is executed by the notary executing such deed. OCI shareholders will also retain their ordinary shares of OCI, and after the combination will be shareholders of both New CF and OCI.

Each OCI shareholder will be entitled to a pro rata share of the distribution based on the amount of OCI ordinary shares held of each such shareholder on the date of the distribution. No fractional New CF ordinary shares will be distributed in connection with the distribution. Instead, each holder of OCI ordinary shares who would otherwise have been entitled to receive a fraction of a share of New CF ordinary shares (after aggregating all shares represented by book-entry shares of such holder) will receive, in lieu thereof, cash (without interest) in an amount determined by multiplying (i) the closing price of CF Holdings common stock reported on the NYSE on the trading day immediately preceding the closing date, rounded to the nearest one-hundredth of a cent by (ii) the fraction of a share (rounded to the nearest one-thousandth when expressed in decimal form) of New CF ordinary shares to which such holder would otherwise have been entitled. It is expected that New CF ordinary shares held by OCI shareholders will be held through the facilities of The Depository Trust Company.

Holders of OCI's ADRs will also receive their respective pro rata share of the distribution of New CF shares. The New CF shares will initially be distributed to the ADR depositary, and the ADR

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depositary will, in turn, distribute such New CF shares to ADR holders by making a distribution of such shares to the same accounts in which the ADRs are held. The ADR holders, however, will not receive the same cash consideration for fractional shares as will OCI shareholders. Fractional New CF shares that would have been distributed to ADR holders will be sold in the market by the ADR depositary shortly after the closing at the then-current market price for New CF Shares and the cash proceeds of the market sale or sales will be distributed to the ADR holders who would have received such fractional shares, after subtracting taxes, fees and commissions associated with such market sales.

Board of Directors and Management of New CF Following the Completion of the Combination

Board of Directors

As of the date of this document CF Holdings has not determined which of its current directors will be its designees on the board of directors of New CF. OCI has selected Gregory Heckman, former CEO of The Gavilon Group, LLC and current OCI board member, and Alan Heuberger, senior manager at BMGI, as its two designees on the board of directors of New CF. Mr. Heckman intends to resign from the OCI board of directors immediately prior to the closing of the combination. Other than as described in this document, neither CF Holdings nor OCI is aware of any conflict of interest that is required to be disclosed related to Mr. Heckman's or Mr. Heuberger's designation by OCI to be on the New CF board of directors upon completion of the combination.

Biographical information with respect to Messrs. Heckman and Heuberger is set forth below.

Gregory Heckman (age 53) has more than 30 years of experience in the agriculture and energy industries. Mr. Heckman is the former President and CEO of The Gavilon Group, LLC from 2008 until its sale in 2013. Prior to Gavilon, he spent 24 years with ConAgra Foods, where he had responsibility for multiple business segments and corporate functions. Mr. Heckman is a board member of Waitt Brands and OCI, and he previously served on the board of trustees of the Brownell-Talbot College Preparatory School. Mr. Heckman holds a B.S. degree in agriculture economics and marketing from the University of Illinois.

Alan Heuberger (age 42) is a senior manager at BMGI, which is responsible for all of William H. Gates III's non-Microsoft investments as well as all of the investments of the Bill & Melinda Gates Foundation Trust. Mr. Heuberger joined BMGI in 1996 and currently provides oversight on a variety of direct private equity and real asset portfolio investments, including BMGI's agriculture investments. He previously served as a director for GAMCO Investors, and he has served on several private company and non-profit boards as well. Mr. Heuberger received a B.A. in economics and mathematics from Claremont McKenna College and is a CFA.

William H. Gates III is the sole member of Cascade Investment, L.L.C. The Bill & Melinda Gates Foundation Trust and Cascade Investment, L.L.C. are expected to retain their ownership interests in OCI in addition to having interests in New CF upon completion of the combination. For a description of William H. Gates III's, Cascade Investment, L.L.C.'s and the Bill & Melinda Gates Foundation Trust's ownership interests in OCI as of November 30, 2015, see "Ordinary Share Ownership of Certain Beneficial Owners of OCI—Beneficial Ownership of 5% Shareholders of OCI."

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Executive Officers

Following the consummation of the combination, the executive officers of CF Holdings as of immediately prior to the closing will be the executive officers of New CF. Biographical information is set forth below.

W. Anthony Will (age 50) has served as CF Holdings' president and chief executive officer and as a member of the CF Holdings board of directors since January 2014. He was previously CF Holdings' senior vice president, manufacturing and distribution, from January 2012 to January 2014, CF Holdings' vice president, manufacturing and distribution, from March 2009 to December 2011, and CF Holdings' vice president, corporate development, from April 2007 to March 2009. Mr. Will has also served in the comparable officer positions with Terra Nitrogen GP Inc., which is referred to in this document as TNGP, as he has held with CF Holdings since April 2010. Mr. Will has served as a director of TNGP since June 2010 and as chairman of the board of TNGP since January 2014. Before joining CF Holdings, Mr. Will was a partner at Accenture Ltd., a global management consulting, technology services, and outsourcing company. Earlier in his career, he held positions as vice president, business development at Sears, Roebuck and Company and vice president, strategy and corporate development at Fort James Corporation. Prior to that, Will was a manager with the Boston Consulting Group, a global management consulting firm. Mr. Will holds a B.S. degree in electrical engineering from Iowa State University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University.

Douglas C. Barnard (age 57) has served as CF Holdings' senior vice president, general counsel, and secretary since January 2012 and was previously the vice president, general counsel, and secretary of CF Holdings from January 2004 to December 2011. Mr. Barnard has served as a director of TNGP since June 2010. Prior to joining CF Holdings in January 2004, Mr. Barnard had been an executive vice president and general counsel of Bcom3 Group, Inc., an advertising and marketing communication services group. Earlier in his career Mr. Barnard was a partner in the law firm of Kirkland & Ellis LLP and, prior to that, a vice president, general counsel, and secretary of LifeStyle Furnishings International Ltd., a manufacturer and distributor of residential furniture and decorative fabrics. He holds a B.S. degree from the Massachusetts Institute of Technology, a J.D. degree from the University of Minnesota, and an M.B.A. degree from the University of Chicago. Mr. Barnard is also a lecturer at the University of Chicago Law School.

Christopher D. Bohn (age 48) has served as CF Holdings' senior vice president, manufacturing, since December 20, 2015 and was previously CF Holdings' senior vice president, supply chain, from January 2015 to December 20, 2015. He was previously CF Holdings' vice president, supply chain, from January 2014 to December 2014, CF Holdings' vice president, corporate planning, from October 2010 to January 2014 and CF Holdings' director, corporate planning and analysis, from September 2009 to October 2010. Prior to joining CF Holdings, Mr. Bohn served as chief financial officer for Hess Print Solutions from August 2007 to September 2009. Earlier in his career, Mr. Bohn was vice president global financial planning and analysis for Merisant Worldwide, Inc. He holds a B.S. degree in finance from Indiana University and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University. On December 21, 2015 CF Holdings announced that its board of directors had elected Mr. Bohn as senior vice president of manufacturing, effective January 1, 2016. Mr. Bohn will replace Phillip P. Koch, who previously announced his retirement, effective March 4, 2016.

Bert A. Frost (age 51) has served as CF Holdings' senior vice president, sales, distribution, and market development, since May 2014 and was previously CF Holdings' senior vice president, sales and market development, from January 2012 to May 2014 and vice president, sales and market development, from January 2009 to December 2011. Before joining CF Industries in November 2008, Mr. Frost spent over 13 years with Archer Daniels Midland Company, where he served most recently

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as Managing Director—International Fertilizer/Inputs from June 2008 to November 2008 and Director—Fertilizer, Logistics and Ports Divisions, ADM—Brazil from April 2000 to June 2008. Earlier in his career, Mr. Frost held positions of increasing responsibility at Archer Daniels Midland and Koch Industries, Inc. He holds a B.S. degree from Kansas State University and he is a graduate of the Harvard Business School's Advanced Management Program.

Adam Hall (age 40) has served as CF Holdings' vice president, corporate development, since June 2013. Before joining CF Holdings, Mr. Hall spent 4 years with Bunge Limited, where he served as executive director, corporate strategy and development, from August 2010 to May 2013, where he led global strategy, mergers and acquisitions and the development of new growth initiatives, and director of global strategy and business development, sugar and bioenergy, from August 2009 to August 2010. Prior to his most recent role with Bunge, he worked in a number of countries in positions with several international companies, including, as a manager at Bain & Company, a global management consulting firm, from January 2008 to August 2009, and as a consultant at LEK Consulting, a global strategy consulting firm, from February 1999 to May 2002. Mr. Hall began his career as a corporate attorney with the law firm of Clayton Utz in Perth, Australia. He earned undergraduate degrees in law and commerce from the University of Western Australia and an M.B.A. degree from Harvard Business School.

Richard A. Hoker (age 51) has served as CF Holdings' vice president and corporate controller since November 2007. Mr. Hoker has also served as a director of TNGP since January 2014 and previously served as a director of TNGP from September 2010 to August 2011. Before joining CF Industries, Mr. Hoker spent over 11 years with Sara Lee Corporation, where he served most recently as vice president and controller from January 2007 to November 2007 and principal accounting officer from July 2007 to November 2007. Prior to being named controller, Mr. Hoker held other financial management positions of increasing responsibility at Sara Lee. Prior to joining Sara Lee, Mr. Hoker was a member of the financial advisory services consulting group at Coopers & Lybrand LLP in Chicago (now PricewaterhouseCoopers) and previously led teams in the firm's audit practice. Mr. Hoker holds a B.S. degree in accounting from DePaul University and an M.B.A. degree in finance and accounting from the University of Chicago. He is a certified public accountant.

Wendy S. Jablow (age 53) has served as CF Holdings' senior vice president, human resources, since January 2012 and was previously CF Holdings' vice president, human resources, from August 2007 to December 2011. Prior to joining CF Holdings, Ms. Jablow served as the chief human resources officer of Fenwal, Inc., a medical device manufacturer. Earlier in her career, Ms. Jablow spent eight years with Ideal Industries, Inc., an electrical equipment manufacturer and technology design company, where she served as vice president, human resources and administration. During much of her time at Ideal Industries, Ms. Jablow held a concurrent position as vice president and general manager of Ideal Industries' DataComm business unit. Ms. Jablow holds a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. degree from the University of Michigan. She is a certified public accountant.

Dennis P. Kelleher (age 51) has served as CF's senior vice president and chief financial officer since August 2011. Mr. Kelleher has also served as a director of TNGP since August 2011. Before joining CF Industries, Mr. Kelleher served as vice president, portfolio and strategy for BP plc's upstream business. From 2007 to 2010, Mr. Kelleher served as chief financial officer for Pan American Energy LLC. From 2005 to 2007, Mr. Kelleher served as vice president, planning and performance management for BP plc's upstream business. Mr. Kelleher was employed as a senior accountant at Arthur Andersen & Co. early in his career. He holds a B.S. degree in accountancy from the University of Illinois and an M.M. degree (M.B.A.) from the Kellogg Graduate School of Management at Northwestern University. He is a certified public accountant.

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Philipp P. Koch (age 63) has served as CF Holdings' senior vice president, manufacturing, since January 2014. He was previously CF Holdings' senior vice president, supply chain, from January 2012 to January 2014, CF Holdings' vice president, supply chain, from January 2008 to December 2011 and CF Holdings' vice president, raw materials procurement, from July 2003 to January 2008. Before joining CF Holdings in 2003, Mr. Koch spent nearly 25 years in the energy industry with Amoco Corporation and BP plc. Mr. Koch has a B.A. degree from Greenville College and an M.B.A. degree from DePaul University. On September 2, 2015, Mr. Koch advised CF Holdings of his intention to retire effective March 4, 2016.

Listing of New CF Ordinary Shares

New CF ordinary shares currently are not traded or quoted on a stock exchange or quotation system. New CF expects that (and it is condition to the combination that) New CF ordinary shares will be listed for trading on the NYSE, subject to official notice of issuance. New CF expects the New CF ordinary shares will be listed for trading on the NYSE under the symbol "CF."

Delisting and Deregistration of CF Holdings Common Shares

Following the consummation of the combination, CF Holdings common stock will be delisted from the NYSE and deregistered under the Exchange Act.

CF Holdings Shareholder Appraisal Rights

OCI Shareholder Appraisal Rights

The Dutch Civil Code does not provide for "appraisal rights" similar to those under the DGCL.

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COMBINATION AGREEMENT

The following is a summary of the material provisions of the combination agreement (as amended by the amendment to the combination agreement, dated November 6, 2015, and the second amendment to the combination agreement, dated December 20, 2015). The combination agreement, as amended, is attached to this document as Annex A and is incorporated by reference into this document. References to the combination agreement in this document refer to the combination agreement, as amended. This summary may not contain all of the information about the combination agreement that is important to you. We encourage you to read carefully the combination agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the combination agreement and not by this summary or any other information contained in this document.

Explanatory Note Regarding the Combination Agreement

The following summary of the combination agreement, and the copy of the combination agreement attached as Annex A to this document, are intended to provide information regarding the terms of the combination agreement and are not intended to provide any factual information about CF Holdings or OCI or modify or supplement any factual disclosures about CF Holdings in its public reports filed with the SEC or about OCI in its public reports filed with the Dutch Trade Register or the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten). The combination agreement contains representations and warranties by CF Holdings, OCI and New CF which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the combination agreement were made solely for the benefit of the parties to the combination agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the combination agreement instead of establishing these matters as facts, and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the combination agreement, which subsequent information may or may not be fully reflected in CF Holdings' or OCI's public disclosures. The description of the combination agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A and is incorporated herein by reference.

Additional information about CF Holdings and OCI may be found elsewhere in this document and CF Holdings' and OCI's other public filings. See "Where You Can Find Additional Information."

Overview

The combination agreement provides for the combination of CF Holdings and the ENA business under New CF. The combination agreement provides for the combination to be implemented through (A) the contribution, (B) the distribution, (C) the Natgasoline joint venture and (D) the merger.

The Contribution

At or prior to the closing and prior to the effective time of the merger, OCI will contribute the equity interests of: (A) OCI Fertilizer International B.V., (B) OCI Nitrogen B.V., (C) OCI Chem 1 B.V., and (D) OCI Personnel B.V. to New CF for the base share consideration and the additional consideration, which is described and subject to adjustment as provided below.

•: The base share consideration is a number of New CF ordinary shares equal to (A) the product of (i)(1) the number of shares of CF Holdings common stock issued and outstanding as of immediately prior to the effective time of the merger plus (2) the number of shares of CF Holdings common stock subject to, underlying or issuable in connection with the vesting, settlement or exercise of all CF Holdings stock awards as of immediately prior to the effective

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time of the merger (determined using the treasury stock method) multiplied by (ii) a fraction, the numerator of which is 256 and the denominator of which is 744 less (B) the convertible bond share reduction amount (as explained below); and

•

The additional consideration is an amount in cash equal to $700 million, minus (i) the estimated net amount owed by the purchased companies and their subsidiaries to OCI and its other subsidiaries as of immediately prior to the closing and (ii) the estimated amount of net debt of the purchased companies and their subsidiaries (other than the amount referred to in clause (i) and excluding any net debt of Firewater One and its subsidiaries incurred in connection with the Natgasoline project financing as described in the section entitled "Natgasoline Joint Venture") in excess of $1.95 billion as of immediately prior to the closing; provided, however, that at the written election of CF Holdings delivered to OCI prior to the closing date, CF Holdings may elect to pay in the form of New CF ordinary shares such portion of the $700 million as CF Holdings determines in good faith, after prior consultation with OCI, to be reasonably necessary to be paid in the form of New CF ordinary shares in order to satisfy the conditions to closing set forth in the combination agreement and maintain the investment grade rating of New CF's outstanding indebtedness, in which case, the $700 million consideration will consist of:

•: an amount in cash equal to $700 million minus (A) the estimated net amount owed by the purchased companies and their subsidiaries to OCI and its other subsidiaries as of immediately prior to the closing minus (B) the estimated amount of net debt of the purchased companies and their subsidiaries (other than the amount referred to in clause (A) and excluding any net debt of Firewater One and its subsidiaries incurred in connection with the Natgasoline project financing as described in the section entitled "Natgasoline Joint Venture") that exceeds $1.95 billion as of immediately prior to the closing minus (C) the dollar amount that CF Holdings elects to pay in the form of New CF ordinary shares; and
•: a number of New CF ordinary shares in an amount equal to (A) the dollar amount of the additional consideration that CF Holdings elects to pay in the form of New CF ordinary shares divided by (B) the volume weighted average price per share of CF Holdings common stock on the NYSE for the twenty consecutive trading days ending upon and including the third trading day immediately prior to the closing date, as calculated by Bloomberg Financial LP under the function "VWAP".

As of December 23, 2015, in order to satisfy the conditions to closing set forth in the combination agreement, it is anticipated that New CF will elect to pay $672 million of the additional consideration in the form of New CF ordinary shares. CF Holdings' assumption that it will elect to pay $672 million of the additional consideration in the form of New CF ordinary shares is based on market conditions existing as of December 23, 2015, an analysis of the applicable closing conditions under the combination agreement, and the requirements of section 7874 of the Internal Revenue Code and the regulations and official IRS and Treasury guidance thereunder, with respect to which CF Holdings intends to maintain a conservative and appropriate margin.

•

The convertible bond share reduction amount is the number of New CF ordinary shares equal to the sum of:

•: the number of New CF ordinary shares (if any) into which each convertible bond will be convertible after giving effect to the combination;
•: the number of New CF ordinary shares equal to (A) the value as of the closing date of a convertible bond in excess of the as converted value of such bond at the applicable conversion rate as of the closing date expressed as an amount in U.S. dollars (at the then prevailing exchange rate) after giving effect to the combination divided by (B) the closing

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price of CF Holdings common stock reported on the NYSE on the trading day immediately preceding the closing date; and

•: the number of New CF ordinary shares equal to (A) the sum of the fair market value of other securities and property of New CF (if any), other than New CF ordinary shares, into which each convertible bond will be convertible after giving effect to the combination, where the "fair market value" of any security or other property, for purposes of this calculation, is the fair market value, as determined in good faith by the CF Holdings board, of such security or property as of the closing date, divided by (B) the closing price of CF Holdings common stock reported on the NYSE on the trading day immediately preceding the closing date;

multiplied by

•: the number of outstanding convertible bonds as of the closing date.

The second bullet under the convertible bond share reduction amount requires the calculation of the value as of the closing date of an OCI convertible bond in excess of its as converted value at the applicable conversion rate as of the closing date. This value, unless agreed upon by OCI and CF Holdings in writing at least ten days prior to the closing date, will be subject to a process of resolution under which at least five days prior to the closing date, each of OCI and CF Holdings will appoint a recognized international investment banking firm with experience valuing convertible bonds to determine such value. The recognized investment banking firms selected by CF Holdings and OCI will appoint a third recognized investment banking firm. If the two recognized investment banking firms appointed by OCI and CF Holdings are unable to agree on a third recognized investment banking firm, the third recognized investment banking firm to be appointed will be determined by lot on the 3rd day prior to closing from one proposed recognized investment banking firm submitted by OCI (who may not be the recognized investment banking firm selected by OCI) and one proposed recognized investment banking firms submitted by CF Holdings (who may not be the recognized investment banking firm selected by CF Holdings).

At least one day prior to the closing date, each of the three recognized investment banking firms will submit its good faith estimate of the calculated value discussed above to OCI and CF Holdings. If the good faith estimate of the calculation submitted by the recognized investment banking firms appointed by each of OCI and CF Holdings are within 10% of each other, unless otherwise agreed in writing by OCI and CF Holdings, the value will be the average of such values. If the good faith estimate of the values submitted by the recognized investment banking firms selected by each of OCI and CF Holdings differ by more than 10%, unless otherwise agreed by OCI and CF Holdings, the value submitted by the third recognized investment banking firm will be the value for purposes of the adjustment described above.

The maximum convertible bond share reduction amount will depend on the trading value of the convertible bonds, the share price of CF Holdings common stock and the U.S. dollar to Euro exchange rate at the time of the completion of the combination. An estimate of the maximum value of the convertible bond share reduction amount is 10.7 million New CF ordinary shares, based on the estimate of the fair value of convertible bonds assumed of $439.9 million and the CF Holdings closing share price as of December 15, 2015 rounded to the nearest whole dollar ($41).

As of September 30, 2015, the most recent practicable date for which such information is available, the estimated amount of net debt of the purchased companies and their subsidiaries (other than the estimated net amount owed by the purchased companies and their subsidiaries to OCI and its other subsidiaries as of immediately prior to the closing and excluding any net debt of Firewater One and its subsidiaries incurred in connection with the Natgasoline project financing as described in the section entitled "Natgasoline Joint Venture") is equal to $1,977.90 million.

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At closing, New CF will cause the applicable purchased companies and their subsidiaries to pay to OCI an amount of cash equal to the estimated net intercompany payable that reduced the amount of the additional consideration as described above to OCI in satisfaction of such amount. As of September 30, 2015, the most recent practicable date for which such information is available, the estimated net amount owed by the purchased companies and their subsidiaries to OCI and its other subsidiaries is equal to approximately $200 million. It is expected that this estimated net amount will be reduced to zero on or prior to the closing date by way of the repayment of debt in the ordinary course of business, and certain restructuring steps contemplated by the combination agreement through which OCI and its affiliates will settle intercompany balances between the purchased companies and their subsidiaries and other OCI companies.

The combination agreement includes procedures for an adjustment of the net intercompany payable to be completed no more than 30 days following the closing. To the extent that the actual net intercompany payable is greater than the estimate, the parties will treat OCI as having paid an amount of cash to New CF equal to the amount such payable is greater than the estimate as an adjustment to the portion of the $700 million that New CF elects to pay in cash (to the extent thereof, and thereafter as an adjustment to the share portion of such consideration), and New CF as having then used that cash to repay the amounts owed by the purchased companies and their subsidiaries. To the extent that the net intercompany payable is less than the estimated net intercompany payable, the parties will treat OCI as having paid an amount of cash equal to such difference as a refund of a portion of the payment described in the preceding paragraph, and New CF as having paid an equivalent amount to OCI as an adjustment to the cash portion of the $700 million that New CF elects to pay in cash.

For an estimate of the consideration to be paid pursuant to the combination, see the section entitled "The Combination—Structure of the Combination." The actual amount of New CF ordinary shares to be issued and the amounts of cash to be paid by the parties at the closing cannot be calculated until the closing.

The Distribution

As soon as practicable following its receipt of the base share consideration and prior to the effective time of the merger, OCI will distribute some or all of New CF ordinary shares received as the base share consideration, as determined in the reasonable discretion of OCI, by way of a reduction of the nominal value of the ordinary shares in the capital of OCI pro rata to its shareholders; provided that the number of New CF ordinary shares distributed shall not be less than 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF.

No fractional New CF ordinary shares will be distributed in connection with the distribution. Instead, each holder of OCI ordinary shares who would otherwise have been entitled to receive a fraction of a share of New CF ordinary shares (after aggregating all shares represented by book-entry shares of such holder) will receive, in lieu thereof, cash (without interest) in an amount determined by multiplying (i) the closing price of CF Holdings common stock reported on the NYSE on the trading day immediately preceding the closing date, rounded to the nearest one-hundredth of a cent by (ii) the fraction of a share (rounded to the nearest one-thousandth when expressed in decimal form) of New CF ordinary shares to which such holder would otherwise have been entitled.

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The Natgasoline Joint Venture

At the closing and immediately before the effective time of the merger, OCI will cause OCI Chem 2 B.V. to transfer to CF Holdings (or its designee) shares representing 45% of the capital stock of Firewater One in exchange for consideration consisting of an amount in cash equal to $517.5 million.

For more information, see "—Conditions to the Natgasoline Joint Venture" and "Natgasoline Joint Venture."

The Merger

At the closing, CF Holdings will merge with and into MergerCo, a wholly-owned subsidiary of New CF, with CF Holdings surviving as a direct or indirect wholly-owned subsidiary of New CF.

At the effective time of the merger:

•: each outstanding share of common stock of CF Holdings will be converted into the right to receive one New CF ordinary share (except for shares of common stock of CF Holdings owned by CF Holdings or by any of its subsidiaries, which will be canceled and no consideration will be payable therefor);
•: the certificate of incorporation of CF Holdings in effect immediately before the effective time of the merger will become the certificate of incorporation of the surviving corporation; and
•: the bylaws of CF Holdings in effect immediately before the effective time of the merger will become the bylaws of the surviving corporation.

The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA or at such later date and time as CF Holdings and OCI shall agree and as set forth in the certificate of merger.

Corporate Governance of New CF

Directors of New CF

The combination agreement provides that the board of directors of New CF on the closing date and immediately following the effective time of the merger will consist of ten directors. Eight of the directors of New CF will be designated by CF Holdings from members of the CF Holdings board immediately prior to the closing, and two of the directors of New CF will be designated by OCI. In addition, the chairman of the board of directors of New CF at the closing will be the individual who was the chairman of the CF Holdings board immediately prior to the closing.

Officers of New CF

The combination agreement provides that the officers of New CF at the closing will be the officers of CF Holdings immediately prior to the closing.

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Closing of the Combination

Unless otherwise agreed by CF Holdings and OCI, the closing will occur on the later of (A) the fifth business day after the date on which all conditions to the closing have been satisfied or waived (except for conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) and (B) the earlier of (i) any date before the commencement of or during the marketing period for the debt financing specified by CF Holdings upon no fewer than five business days' notice to OCI (it being understood that such date may be conditioned upon the simultaneous completion of the debt financing for the combination) and (ii) the first business day following the final day of the marketing period.

Treatment of CF Holdings Equity-Based Awards and Employee Benefit Plans

Pursuant to the terms of the CF Holdings stock plans and applicable award agreements and under the terms of the combination agreement, at the effective time of the merger: (A) each stock option to purchase shares of CF Holdings common stock will vest in full upon the closing and will be converted into an option to purchase the same number of New CF ordinary shares at the same exercise price as applied to the CF Holdings option prior to the closing; (B) each share of restricted stock granted under a CF Holdings stock plan will vest in full and will be converted into the right to receive one New CF ordinary share; and (C) each award of restricted stock units, performance stock units, performance shares, phantom shares or other similar rights or awards granted under a CF Holdings stock plan and relating to shares of CF Holdings common stock will vest in full and will be converted into the right to receive one New CF ordinary share, except that shares of New CF issuable upon the vesting of CF Holdings restricted stock units will be issued in accordance with the vesting schedule applicable to the CF Holdings restricted stock units immediately prior to closing or such later time as necessary to comply with Section 409A of the Code.

Representations and Warranties

CF Holdings, OCI and New CF made representations and warranties to one another in the combination agreement. These representations and warranties are subject, in some cases, to specified exceptions and qualifications contained in the combination agreement, in the confidential disclosure letters delivered by CF Holdings and OCI or, in the case of the CF Holdings and OCI Partners LP, disclosed in their respective filings with the SEC prior to the date of the combination agreement, or, in the case of OCI, disclosed in filings with the Dutch Trade Register or the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) prior to the date of the combination agreement.

Each of OCI, CF Holdings and New CF has made various representations and warranties regarding, among other things:

•: existence, good standing and corporate authority;
•: authorization, validity and effect of agreements;
•: capital structure, capitalization and rights with respect to equity interests; and
•: no conflict with or violation of organizational documents, applicable law and certain contracts as a result of the execution and delivery of the combination agreement and the consummation of the combination;

Each of OCI and CF Holdings has made various representations and warranties regarding, among other things:

•: the approval of the combination agreement and the combination by the OCI board of directors and the CF Holdings board of directors, as applicable;

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•: the requisite vote of OCI shareholders and CF Holdings shareholders, as applicable;
•: certain financial statements of the purchased companies and their subsidiaries (audited and unaudited) and the financial statements of CF Holdings, in each case, including their preparation in accordance with certain accepted accounting standards and that they fairly present, in all material respects, the relevant financial position and results of operations;
•: the absence of undisclosed liabilities;
•: the absence of certain changes;
•: compliance with laws, and the possession of permits and licenses required to conduct the respective businesses;
•: tax matters;
•: employee benefit plans;
•: solvency following the combination;
•: accuracy of information supplied; and
•: fees payable to brokers or investment banks in connection with the combination.

OCI has also made representations and warranties regarding:

•: subsidiaries of the purchased companies;
•: title to the material tangible personal property used in the ENA business;
•: title of OCI and certain of its subsidiaries to the equity interests of the purchased companies;
•: labor matters;
•: environmental matters;
•: intellectual property;
•: insurance policies;
•: material contracts, including certain restrictions imposed by such material contracts, and the status of material contracts;
•: real property matters;
•: compliance with customs and international trade laws;
•: absence of material transactions with related persons;
•: status as an accredited investor within the meaning of Rule 501 of Regulation D of the Securities Act; and
•: absence of an event of default or material breach of the conditions of the trust deed of the convertible bonds.

CF Holdings has also made representations and warranties regarding:

•: a commitment letter from Morgan Stanley and Goldman Sachs regarding combination financing; and
•: actions taken to ensure the inapplicability of restrictions under state takeover statutes.

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Definition of Material Adverse Effect

Many of the representations and warranties contained in the combination agreement are qualified as to materiality or by exceptions related to the absence of a material adverse effect, which is referred to in this document as either a "CF Holdings material adverse effect" with respect to CF Holdings and its subsidiaries or an "OCI material adverse effect" with respect to the ENA business or the purchased companies and their subsidiaries. A "material adverse effect" is defined in the combination agreement as any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts has had, or is reasonably expected to have, a material adverse effect on the business, financial condition or results of operations of CF Holdings and its subsidiaries, taken as a whole (with respect to CF Holdings), or the ENA businesses or the purchased companies and their subsidiaries, taken as a whole (with respect to OCI), except that none of the following will either alone or in combination constitute or be taken into account in determining whether there has been a material adverse effect:

•: capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates;
•: geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of the combination agreement;
•: any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring after the date of the combination agreement;
•: any change in applicable law or accounting standards;
•: general conditions in the industries in which CF Holdings and its subsidiaries operate (with respect to CF Holdings), or the ENA businesses or the purchased companies and their subsidiaries operate (with respect to OCI);
•: the failure, in and of itself, to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of the combination agreement, or changes in the market price, credit rating or trading volume of securities after the date of the combination agreement (it being understood that the underlying facts giving rise or contributing to such failure or change may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been a material adverse effect);
•: changes in the price of natural gas, nitrogen, urea, ammonia or any other product used or sold by CF Holdings (with respect to CF Holdings) or the ENA business and the purchased companies and their subsidiaries (with respect to OCI);
•: any change resulting from the identity of the parties or the announcement or pendency of the combination agreement and the combination, including any lawsuit in respect of the combination agreement or the combination and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer; and
•: any action taken at the express written request of the other party after the date of the combination agreement;

provided, however, that the changes and events referenced in the first five bullet points above may either alone or in combination constitute or be taken into account in determining whether a material adverse effect has occurred or is reasonably expected to occur to the extent that such changes and events materially disproportionately adversely affect CF Holdings and its subsidiaries or the ENA business or the purchased companies and their subsidiaries, as applicable, as compared to other participants in the industries in which CF Holdings and its subsidiaries or the ENA business or the purchased companies and their subsidiaries, as applicable, operate.

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Conduct of the Businesses Prior to Closing

Conduct of OCI

The combination agreement provides that, from the date of the combination agreement until the earlier of the closing and the termination of the combination agreement, except as set forth in the confidential disclosure letter delivered by OCI, as expressly required by the combination agreement, as required by law or as in accordance with the prior written consent of CF Holdings (which consent may not be unreasonably withheld, delayed or conditioned), OCI will, and will cause the purchased companies and their subsidiaries to:

•: conduct the ENA business and operations related thereto in the ordinary course and in a manner consistent with past practice;
•: continue to make capital expenditures in the ordinary course and in a manner consistent with past practice and not delay in any material respect any scheduled or planned turnarounds;
•: use commercially reasonable efforts, in each case, to preserve intact the ENA business, the respective business organizations and goodwill of the purchased companies and their subsidiaries, to keep available the services of the respective officers and employees and contractors of the purchased companies and their subsidiaries to maintain satisfactory relationships with those persons having business relationships with them; and
•: not agree in writing or otherwise to take any of the prohibited actions described below in this section.

From the date of the combination agreement until the earlier of the closing and the termination of the combination agreement, except as set forth in the confidential disclosure letter delivered by OCI, as expressly required by the combination agreement, as required by law or as in accordance with the prior written consent of CF Holdings (which consent may not be unreasonably withheld, delayed or conditioned), OCI:

•: will cause the purchased companies and their subsidiaries not to amend or propose to amend their charter documents;
•: will not amend or propose to amend the charter documents of New CF (except that New CF may make such amendments required to re-register as a public limited company);
•: will not deliver, sell, transfer, dispose of or subject to a lien any shares of capital stock of the purchased companies and their subsidiaries, or issue, deliver, sell or grant, or authorize to issue, deliver, sell or grant any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, any shares of capital stock of the purchased companies and their subsidiaries;
•: will cause each of the purchased companies and their subsidiaries not to issue, deliver, sell, grant, transfer, dispose of or subject to a lien or authorize to deliver, sell, grant, transfer, dispose of or subject to a lien, any shares of its capital stock or any capital stock of any other purchased company or its subsidiaries, or authorize to issue, deliver, sell, transfer, grant, dispose of or subject to a lien, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for its capital stock or any shares of capital stock of any other purchased company or its subsidiaries, effect any stock split, subdivision, combination, reclassification or otherwise change its capitalization as it existed on the date of the combination agreement;
•: will not (with respect to any employee of the purchased companies and their subsidiaries), and will cause the purchased companies and their subsidiaries not to, (A) grant, confer or award any option, stock appreciation right, restricted stock unit, phantom award, performance award, other

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compensatory equity-based award, warrant, conversion right or other right to acquire any shares of any capital stock of any purchased company and its subsidiaries, or grant or issue any restricted stock or securities in any of the purchased companies and their subsidiaries, (B) amend or otherwise modify any option, warrant, conversion right or other right to acquire any shares of any capital stock of any of the purchased companies and their subsidiaries existing on the date of the combination agreement, (C) with respect to any of the directors or employees of the purchased companies and their subsidiaries, materially increase any compensation or benefits (D) adopt any material new employee benefit plan or agreement (including any stock option, stock benefit, stock purchase or other equity-based compensation plan or agreement) or materially amend any existing benefit plan, (E) negotiate, enter into, amend or terminate any collective bargaining agreement, (F) waive, release, limit or condition any restrictive covenant obligation of any current or former employee of the purchased companies and their subsidiaries, (G) terminate the employment of any employee of the purchased companies and their subsidiaries whose aggregate compensation exceeds $100,000 per year, other than for cause, (H) hire any employee of the purchased companies and their subsidiaries whose aggregate compensation exceeds $100,000 per year, or (J) transfer or reassign any employee of the purchased companies and their subsidiaries to a position outside of the ENA business;

•

will not, and will cause the purchased companies and their subsidiaries not to, grant, confer or award to any employee of the purchased companies and their subsidiaries any option, restricted stock units, phantom awards, stock appreciation rights, performance awards or other compensatory equity-based award or warrant, conversion right or other right not existing on the date of the combination agreement to acquire any shares of the capital stock of OCI or its subsidiaries other than the purchased companies and their subsidiaries;

•

will cause the purchased companies and their subsidiaries to use their commercially reasonable efforts to maintain, in full force without interruption, their present insurance policies or comparable insurance coverage applicable to the ENA business;

•

will cause the purchased companies and their subsidiaries not to:

•: (A) declare, set aside or pay any dividend or make any other distribution, payment or return of capital (whether in cash, stock or property) with respect to any shares of the capital stock of the purchased companies and their subsidiaries (provided that (1) OCI Partners LP may declare, set aside or pay its regular dividends in accordance with its charter documents and any purchased company or its subsidiaries that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its capital stock the amount of such dividend, (2) OCI Nitrogen B.V. and its subsidiaries may declare, set aside and pay cash dividends or payments as return of capital with respect to any shares of its capital stock and any of purchased company or its subsidiaries that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its capital stock the amount of such dividend and (3) OCI Fertilizer Trading Limited may declare, set aside and pay cash dividends or payments as return of capital with respect to any shares of its capital stock and any of its direct or indirect parents that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its capital stock the amount of such dividend) or (B) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or the capital stock of any other of the purchased companies and their subsidiaries;
•: directly or indirectly, sell, transfer, lease, license, subject to a lien (other than a permitted lien), surrender, relinquish or dispose of, or enter into a contract to sell, transfer, lease, license, subject to a lien (other than a permitted lien), surrender, relinquish or dispose of, any of the material assets, property or rights of the purchased companies and their

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subsidiaries as would result in aggregate consideration exceeding $15 million (other than (A) in the ordinary course of business consistent with past practice, (B) dispositions of equipment or inventory that is no longer used or useful in the ENA business, and (C) solely between the purchased companies and their subsidiaries);

•: directly or indirectly, acquire or agree to acquire any person (other than any of the purchased companies and their subsidiaries) or division thereof for aggregate consideration exceeding $25 million;
•: materially change any of its material financial accounting principles or practices except as may be required as a result of a change in IFRS, GAAP or applicable laws (or authoritative interpretation thereof);
•: (A) make, change or rescind any material election relating to taxes, including material elections for joint ventures, partnerships, limited liability companies, working interests or other investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, or (C) change, in any material respect, any of its methods of reporting any item for tax purposes from those employed in the preparation of its tax returns for the most recent taxable year for which a return has been filed, except as may be required by applicable laws;
•: (A) file any U.S. federal income or other material amended tax return, (B) settle any material claim or assessment relating to taxes or consent to any material claim or assessment relating to taxes or any extension or waiver of the statute of limitations for any such material claim or assessment, (C) make, rescind or change any material tax election, (D) change any annual tax accounting period or method of tax accounting, (E) enter into any closing agreement with respect to any material tax, (F) surrender any right to claim a material tax refund, or (G) modify or amend, or cause to be revoked, any tax ruling;
•: create, incur, guarantee or assume any indebtedness (other than intercompany indebtedness solely among the purchased companies and their subsidiaries), or issue or sell any debt securities or warrants or rights to acquire any of their debt securities or guarantee any debt securities of others, in each case other than (A) in connection with the refinancing of any indebtedness of OCI Nitrogen B.V. existing on the date of the combination agreement (which refinancing will be able to be repaid at the closing, without delay, and will neither (1) increase the amount of indebtedness of OCI Nitrogen B.V. by more than $250 million nor (2) impose any cost, penalty or premium on the prepayment of such Indebtedness unless OCI agrees to bear the full amount of such cost, penalty or premium), (B) other indebtedness in an amount not to exceed $250 million less the amount of any increase in the amount of indebtedness of OCI Nitrogen B.V. permitted in accordance with the combination agreement or (C) with respect to Natgasoline, the project financing contemplated by the Firewater One Term Sheet (attached as Annex C to this document);
•: make any material loans, advances or capital contributions to, or material investments in, any other person, other than the purchased companies and their subsidiaries;
•: settle or compromise any pending or threatened legal proceeding or claim or pay, discharge or satisfy or agree to pay, discharge or satisfy any liability in connection with any pending or threatened legal proceeding or claim, other than the settlement, compromise, payment, discharge or satisfaction of legal proceedings and liabilities that would involve, individually or in the aggregate, payment of money by the purchased companies and their subsidiaries not in excess of $25 million (net of any reserves therefor and of any insurance proceeds or indemnity, contribution or similar payments available to the purchased companies or their subsidiaries in respect of such settlement) which would not involve any admission of

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criminal wrongdoing or result in any material conduct requirement or restriction on any of the purchased companies and their subsidiaries;

•: (A) except in the ordinary course of business or as permitted by the combination agreement (1) modify or amend in any material respect, waive any material right under or terminate any material contract or (2) enter into any new agreement that would have been considered a material contract if it had been entered into at or prior to the date of the combination agreement, (B) enter into any agreement or order that will delay the scheduled provisional acceptance date of the plant in Wever, Iowa, beyond December 31, 2016, or (C) permit any of the purchased companies or their subsidiaries to enter into any contract with a related person;
•: make any payments or other distributions to any related person other than payments to employees of the purchased companies and their subsidiaries in the ordinary course of business consistent with past practice;
•: directly or indirectly, (A) make any material changes in their respective cash management policies, (B) accelerate collection of any notes or accounts receivable or other amounts due from third parties in advance of their regular due date in the ordinary course of business, or (C) delay payment of any note or account payable or other amounts due to third parties beyond its due date or the date when such payment would have been paid in the ordinary course of business or, except with respect to payments being contested in good faith; and
•: adopt or implement a plan of complete or partial liquidation or a dissolution, restructuring, recapitalization or other reorganization of any of the purchased companies and their subsidiaries.

Conduct of CF Holdings

From the date of the combination agreement until the earlier of the closing and the termination of the combination agreement, except as set forth in the confidential disclosure letter delivered by CF Holdings, as expressly required by the combination agreement, as required by law or as in accordance with the prior written consent of OCI (which consent may not be unreasonably withheld, delayed or conditioned), CF Holdings:

•: will not, and will cause its subsidiaries not to, consummate, or enter into any agreement to consummate, any merger, acquisition or similar transaction that would reasonably be expected to adversely affect or materially delay the ability of CF Holdings or any other party to obtain any consent, registration, approval, authorization, clearance, no-action letter or other permit necessary or advisable to be obtained from any third party or any governmental body in order to consummate the combination;
•: other than granting, conferring or awarding of any stock awards to employees, directors and consultants in the ordinary course of business, will not issue, deliver, sell, grant, transfer, dispose of or subject to a lien or authorize to deliver, sell, grant, transfer, dispose of or subject to a lien, any shares of its capital stock, or authorize to issue, deliver, sell, transfer, grant, dispose of or subject to a lien, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for its capital stock, effect any stock split, subdivision, combination, reclassification or otherwise change its capitalization as it existed on the date of the combination agreement, in each case except pursuant to the due exercise of stock options in accordance with their terms or the settlement of other stock awards in accordance with their terms, in each case that are outstanding as of the date of the combination agreement or granted after the date of the combination agreement in compliance with the combination agreement;

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•: will not, directly or indirectly, amend or propose to amend the charter documents, or any similar business entity formation or governing document, of CF Holdings or New CF (except that New CF may make such amendments required to re-register as a public limited company);
•: will not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock other than quarterly dividends payable by CF Holdings, in an amount per share not to exceed its most recent quarterly per share dividend and with the timing of such dividend to be consistent with past practice, or (B) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock except in the case of this clause (B) in an aggregate amount per fiscal quarter which, when taken together with the aggregate amount of all dividends or other distributions by CF Holdings during such fiscal quarter, would not exceed $250 million;
•: will not adopt or implement a plan of complete or partial liquidation or a dissolution, re-structuring, re-capitalization or other reorganization of CF Holdings; and
•: will not agree in writing or otherwise to take any of the prohibited actions described above in this section.

No Solicitation; Change of Board Recommendation

Mutual No Solicitation Restriction

Pursuant to the terms of the combination agreement, from the date of the combination agreement until the earlier of the closing and the termination of the combination agreement, CF Holdings or OCI, as applicable, will, will cause its subsidiaries to and will use reasonable best efforts to cause its and its subsidiaries' representatives not to, directly or indirectly:

•: solicit, initiate, knowingly facilitate or knowingly encourage, or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an acquisition proposal (as defined below);
•: enter into any letter, memorandum of understanding or agreement constituting or related to, or that is intended to or could reasonably be expected to lead to, an acquisition proposal or enter into any letter, memorandum of understanding or agreement requiring CF Holdings or OCI, as applicable, to abandon, terminate or fail to consummate the combination;
•: enter into, initiate, continue or otherwise participate in any way in any discussions or negotiations regarding, or furnish or disclose to any person any nonpublic information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any acquisition proposal;
•: approve, recommend or endorse any acquisition proposal; or
•: resolve, agree or propose to do any of the above.

At any time prior to receipt of the approval of CF Holdings shareholders or OCI shareholders, as applicable, CF Holdings or OCI, as applicable, may (A) furnish or disclose, pursuant to a confidentiality agreement, information with respect to CF Holdings or OCI, as applicable, and its subsidiaries to the person making such acquisition proposal for CF Holdings or OCI, as applicable, and (B) participate in discussions or negotiations with the person making such acquisition proposal in response to an unsolicited, bona fide written acquisition proposal, that the CF Holdings board or OCI board, as applicable, determines in good faith (after consultation with its financial advisor and outside

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legal counsel) constitutes or is reasonably expected to lead to a superior proposal (as defined below). CF Holdings or OCI may take such actions only if:

•: such acquisition proposal did not result from a knowing or intentional breach of the no-solicitation covenant described in this section; and
•: concurrently with the delivery of non-public information with respect to CF Holdings or OCI, as applicable, and its subsidiaries to the person making such acquisition proposal, CF Holdings or OCI, as applicable, provides to OCI or CF Holdings, as applicable, such non-public information unless it has been previously made available to OCI or CF Holdings, as applicable.

Pursuant to the terms of the combination agreement, CF Holdings or OCI, as applicable, will give prompt notice (and, in any event within 24 hours) to OCI or CF Holdings, as applicable, if it furnishes non-public information or enters into discussions or negotiations with the person making such acquisition proposal. CF Holdings or OCI, as applicable, will also give prompt notice (and, in any event within 24 hours) to OCI or CF Holdings, as applicable, after receipt of any acquisition proposal or a proposal or offer that is reasonably likely to lead to an acquisition proposal or any inquiry or request for such discussions or negotiations relating to a possible making of such acquisition, and keeps OCI or CF Holdings, as applicable, promptly informed of the status of such acquisition proposal and any material changes to its terms.

The term "acquisition proposal" means, with respect to CF Holdings or OCI, as applicable, any offer or proposal for, or any indication of interest in, (A) any direct or indirect acquisition or purchase of CF Holdings or OCI, as applicable, or any of its subsidiaries that constitutes 15% or more of the consolidated gross revenue or consolidated gross assets of CF Holdings or OCI, as applicable, and its subsidiaries, taken as a whole (any such subsidiary, a "major subsidiary"), (B) any direct or indirect acquisition or purchase of (i) 15% or more of any class of equity securities or voting power or 15% or more of the consolidated gross assets of CF Holdings or OCI, as applicable, or (ii) 15% or more of any class of equity securities or voting power of any of its major subsidiaries, (c) any tender offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity securities or voting power of CF Holdings or OCI, as applicable, or (d) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CF Holdings or OCI, as applicable, or any major subsidiary of CF Holdings or OCI, as applicable, in each case, by, with or involving a person other than another party to the combination agreement or any of its subsidiaries; provided that an offer, proposal or indication of interest that does not contemplate the direct or indirect acquisition or purchase of any assets or capital stock of any of the purchased companies or any of their subsidiaries and is not otherwise mutually exclusive with or a material impediment or source of delay to the transactions will not constitute an acquisition proposal for OCI.

Superior Proposals; Fiduciary Out

The term "superior proposal" means, with respect to CF Holdings or OCI, as applicable, a bona fide, unsolicited written acquisition proposal for CF Holdings or OCI, as applicable, (A) that if consummated would result in a third party (or in the case of a direct merger between such third party and CF Holdings or OCI, as applicable, the shareholders of such third party) acquiring, directly or indirectly, more than 50% of the outstanding capital stock or ordinary shares of CF Holdings or OCI, as applicable, or more than 50% of the assets of CF Holdings or OCI, as applicable, and its subsidiaries, taken as a whole, and (B) that the CF Holdings board or OCI board, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such acquisition proposal, is reasonably likely to be completed on the terms proposed (taking into account any changes to the combination agreement proposed by the other party in response to such acquisition proposal), is more favorable to the shareholders of CF Holdings or shareholders of OCI, as applicable, from a financial point of view than the combination.

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The combination agreement provides that the CF Holdings board or the OCI board, as applicable, will not effect an adverse recommendation change (as defined below) or authorize, cause or permit CF Holdings or OCI, as applicable, or any of its subsidiaries to enter into any agreement with respect to an acquisition proposal. At any time prior to obtaining the approval of CF Holdings shareholders or OCI shareholders, as applicable, however, if the CF Holdings board or OCI board, as applicable, determines in good faith (after consultation with its outside counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable law, the CF Holdings board or OCI board, as applicable, may make an adverse recommendation change in connection with an intervening event (as defined below) or a superior proposal. Before making an adverse recommendation change in accordance with the immediately preceding sentence, CF Holdings or OCI, as applicable, must:

•: provide the other party with five business days' written notice that CF Holdings or OCI, as applicable, intends to take such action, which notice must specify the reasons of the proposed adverse recommendation change;
•: negotiate, and cause its representatives to negotiate, in good faith with the other party during such notice period, to the extent the other party wishes to negotiate, to enable the other party to propose revisions to the terms of the combination agreement such that it would permit the CF Holdings board or OCI board, as applicable, not to make an adverse recommendation change; and
•: upon the end of such notice period, the CF Holdings board or OCI board, as applicable, will have considered in good faith any revisions to the terms of the combination agreement proposed in writing by the other party, and will have determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the board's fiduciary duties under applicable law.

An "intervening event" is, with respect to CF Holdings or OCI, as applicable, any material event, fact, circumstance, development or occurrence not relating to an acquisition proposal for CF Holdings or OCI, as applicable, that (A) is neither known to nor reasonably foreseeable by the CF Holdings board or the OCI board, as applicable, as of the date of the combination agreement and (B) becomes known to or by the CF Holdings board or the OCI board, as applicable, prior to obtaining the approval of CF Holdings shareholders or OCI shareholders, as applicable.

The term "adverse recommendation change" means (A) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to CF Holdings or OCI, as applicable, the OCI board recommendation or CF Holdings board recommendation, as applicable, in favor of the combination or (B) adopt, approve or recommend to CF Holdings shareholders or OCI shareholders, as applicable, or publicly propose to adopt, approve or recommend to CF Holdings shareholders or OCI shareholders, as applicable, an acquisition proposal for CF Holdings or OCI, as applicable.

The limitations described above in this section will not prohibit CF Holdings from (A) taking and disclosing to CF Holdings shareholders a position with respect to any tender or exchange offer by a third party pursuant to Rule 14d-9 and Rule 14e-2 under the Exchange Act or from issuing a "stop, look and listen" statement pending disclosure of its position thereunder, or (B) making any disclosures to its shareholders if the CF Holdings board determines in good faith that the failure to make such disclosure would be inconsistent with the CF Holdings board's fiduciary duties to CF Holdings' shareholders under applicable law. However, (i) in no event will the matters described in this paragraph affect the other obligations specified above in this section and (ii) any such disclosure (other than issuance by CF Holdings of a "stop, look and listen" or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or declaration of advisability by the CF Holdings board with respect to the combination agreement or an acquisition proposal will be deemed to be an adverse recommendation

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change by CF Holdings unless the CF Holdings board in connection with such communication publicly states that its recommendation with respect to the combination agreement has not changed or refers to the prior recommendation of the CF Holdings board without making or disclosing any adverse recommendation change.

CF Holdings Special Meeting; Recommendation of the CF Holdings Board

The combination agreement provides that CF Holdings will, as soon as reasonably practicable after the SEC declares the registration statement effective, convene a special meeting of its shareholders for purposes of considering and voting upon the adoption of the combination agreement and thereby approving the combination.

The combination agreement also provides that the CF Holdings board will include in the proxy statement its recommendation that the shareholders adopt the combination agreement and approve the merger, except to the extent that the CF Holdings board has made an adverse recommendation change as permitted by the combination agreement.

OCI Extraordinary General Meeting; Recommendation of the OCI Board

The combination agreement provides that OCI will, as soon as reasonably practicable after the SEC declares the registration statement effective, convene an extraordinary general meeting of its shareholders for purposes of considering and voting upon the combination.

The combination agreement also provides that the OCI board will include in the notice of the OCI meeting its recommendation that the shareholders approve the combination, except to the extent that the OCI board has made an adverse recommendation change as permitted by the combination agreement.

Employee Matters

Employees of the purchased companies and their subsidiaries and CF Holdings and its subsidiaries will remain employees of the purchased companies, such subsidiaries and CF Holdings, respectively, as owned by New CF, at the closing. In this section of the document, such employees are referred to as the affected employees.

With respect to any benefit plan of CF Holdings or OCI in which any affected employee first becomes eligible to participate on or after the effective time of the merger, and in which such affected employee did not participate prior to the effective time of the merger, New CF will: (A) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the affected employees and their eligible dependents under any new plans in which such affected employees may be eligible to participate after the effective time of the merger, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous CF Holdings or OCI plan, as the case may be; (B) provide each affected employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to the effective time of the merger under a CF Holdings or OCI plan; and (C) recognize all service of the affected employees with CF Holdings and OCI and their respective affiliates for all purposes, including any severance plan, to the extent such service is taken into account under the applicable new plan (to the extent recognized under the corresponding CF Holdings or OCI benefit plan).

The terms and conditions of employment for any affected employee whose employment is subject to a collective bargaining agreement that binds New CF or its subsidiaries after the effective time of the merger will be governed by such collective bargaining agreement until its expiration or termination in accordance with its terms and applicable law.

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With respect to any individual who is employed as of the effective time of the merger by CF Holdings and its subsidiaries or the purchased companies and their subsidiaries and who becomes an employee of New CF or its subsidiaries or remains an employee of the purchased companies and their subsidiaries following the effective time of the merger, New CF will honor all obligations under any change in control severance agreement between such individuals and CF Holdings or a CF Holdings subsidiary.

No provision in the combination agreement limits the right of New CF and its subsidiaries to amend or terminate any CF Holdings or OCI benefit plan that CF Holdings or OCI would otherwise have had the right to amend or terminate under the terms of such benefit plan, and the combination agreement does not require the continuation of the employment of any particular affected employee.

OCI and CF Holdings will take all steps necessary to comply with any information or consultation requirements with any labor union, works council, labor organization or employee representative body regarding the combination prior to the closing, whether pursuant to any collective bargaining agreement to which OCI, CF Holdings, any of their respective subsidiaries is a party to or bound by or pursuant to applicable law, including for the avoidance of doubt the Social and Economic Council Merger Regulation for the protection of employees (SER-Besluit fusiegedragsregels 2000 ter bescherming van de belangen van werknemers) and the Dutch Works Council Act (Wet op de Ondernemingsraden), which require OCI to inform and invite certain trade unions for consultation prior to entering into this agreement and to inform and consult with the OCI Nitrogen B.V. works council prior to the closing. If any of the employee representative bodies wishes to discuss or make their consultation or opinion conditional upon any commitment, forward-looking statement, condition, obligation, requirement, undertaking or modification, OCI and CF Holdings will discuss in good faith whether to accommodate this. OCI and CF Holdings will use commercially reasonable efforts to resolve any outstanding issues in this respect and to address any concerns or conditions of such employee representative bodies, without any binding obligation to address any concerns or agree on any conditions.

In addition, for a period of one year from and after the closing date, OCI will not, and will not permit any of its controlled affiliates or any of its and their respective representatives to, directly or indirectly, (A) cause, induce or attempt to cause or induce any employee of New CF and its subsidiaries or any purchased company or its subsidiaries to terminate such relationship; (B) in any way interfere with the relationship between New CF and its subsidiaries and the purchased companies and their subsidiaries and any of their respective employees; or (C) hire, retain, employ or otherwise engage or attempt to hire, retain, employ or otherwise engage as an employee, independent contractor or otherwise, any employee of New CF and its subsidiaries or the purchased companies and their subsidiaries; provided, however, that OCI will not be precluded from hiring, retaining, employing or otherwise engaging any person who responds to general or public solicitation not targeted at employees of New CF and its subsidiaries or the purchased companies and their subsidiaries.

Restructuring Matters

The combination agreement provides that the parties will take certain steps prior to and on the closing date, including that (A) OCI and its affiliates will settle intercompany balances between the purchased companies and their subsidiaries and other OCI companies; (B) OCI will extract the ownership of equity interests in the out-of-scope subsidiaries from the purchased companies; (C) the real property at the greenfield methanol production facility located in Beaumont, Texas will be portioned and subdivided; (D) any offtake contracts between OCI Trading, on the one hand, and Egyptian Fertilizer Company or Sorfert, on the other hand, will be cancelled and (E) New CF will create subsidiaries to facilitate the combination.

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Further Action; Efforts

General

The combination agreement requires CF Holdings and OCI to use their respective reasonable best efforts to take all action and to do all things necessary, proper or advisable to cause the conditions to the closing to be satisfied and to consummate and make effective the combination as soon as practicable, including using their reasonable best efforts to obtain, or cause to be obtained, all waivers, permits, consents, approvals, authorizations, qualifications and orders of all governmental bodies and officials and parties to contracts with CF Holdings, OCI or any of their respective subsidiaries that may be or become necessary for the performance of obligations pursuant to the combination agreement and the consummation of the combination. Notwithstanding the foregoing, none of OCI, any of its subsidiaries or any affiliates will have any obligation to agree to amend or modify any contract or pay any fees, costs or expenses to any third party in connection with obtaining any such waivers, permits, consents, approvals, authorizations, qualifications or orders.

Regulatory Approvals

CF Holdings and OCI agreed to make any filings required to be made pursuant to the HSR Act, the EU Merger Regulation or other applicable antitrust laws with respect to the combination as promptly as practicable after the date of the combination agreement and to supply as promptly as practicable to the appropriate governmental bodies any additional information and documentary material that may be requested by such governmental bodies pursuant to the HSR Act, the EU Merger Regulation or such other applicable antitrust laws.

In addition, CF Holdings and OCI agreed to use their reasonable best efforts to cooperate with and assist each other in good faith to (A) determine which filings are required to be made pursuant to the HSR Act, the EU Merger Regulation or other applicable antitrust laws with respect to the combination, (B) provide to the other parties necessary information and assistance as any governmental body may from time to time require of such party in connection with obtaining the relevant waivers or permits in relation to such filings or in connection with any other review or investigation of the combination by a governmental body pursuant to the HSR Act, the EU Merger Regulation or other applicable antitrust laws, and (C) provide assistance and cooperation to allow the other parties to prepare and submit any such filings or submissions required to be submitted under the HSR Act, the EU Merger Regulation or other applicable antitrust laws, including providing to the other parties any information that the other parties may from time to time require for the purpose of any filing with any governmental body in respect of any such filing. CF Holdings will be permitted to take the lead in all joint meetings and communications with any governmental body in connection with obtaining any necessary antitrust, competition, fair trade or similar clearances.

CF Holdings and OCI will, and will cause each of their respective subsidiaries to, take any and all steps necessary to obtain approval of the consummation of the combination by any antitrust authority, including taking all steps necessary to avoid or eliminate each and every legal impediment under any applicable antitrust law that may be asserted by any antitrust authority or any other person so as to enable the parties to consummate and make effective the combination as soon as practicable, and in any event prior to August 6, 2016. These steps may include proposing, negotiating, accepting, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of their subsidiaries, assets, properties, leases or businesses, the entrance into, or the amendment, modification or termination of, any contracts, ownership rights, supply agreements, tolling agreements or other arrangements, and other remedies in order to obtain such approvals and to avoid the entry of, and to avoid the commencement of litigation or other legal proceedings seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other applicable law in

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any suit or other legal proceeding, which could otherwise have the effect of materially delaying or preventing the consummation of the combination.

In addition, CF Holdings and OCI will, and will cause each of their respective subsidiaries to, defend through litigation on the merits so as to enable the parties to consummate and make effective the combination as soon as practicable (and in any event prior to August 5, 2016) any claim asserted in court or an administrative or other tribunal by any antitrust authority or other person under applicable antitrust laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) or other applicable law that could prevent or materially delay the closing from occurring as soon as practicable.

Neither party, however, is required to agree to a divestiture if (A) such divestiture is not conditioned on the consummation of the combination or (B) such divestiture would constitute a burdensome condition (as defined below).

The term "burdensome condition" means one or more divestitures if and to the extent such divestitures would, individually or in the aggregate with all other divestitures taken together, either (A) reasonably be expected to result (after giving effect to any net after-tax proceeds or other benefits reasonably expected to result from any such divestiture) in adverse valuation effects (measured on a net present value basis) to (i) the business, results of operations or financial condition of (x) the purchased companies and their subsidiaries, (y) CF Holdings or its subsidiaries either before or after giving effect to the combination or (z) New CF or its subsidiaries after giving effect to the combination or (ii) any anticipated benefits (net of any costs associated with or relating to such anticipated benefits so affected) reasonably expected to result to New CF, CF Holdings, the purchased companies and their respective subsidiaries from the combination, that, in the case of (i) and (ii), individually or in the aggregate exceed $100 million, or (B) require CF Holdings, OCI or any of their respective subsidiaries or affiliates to divest, sell, dispose, assign, license any rights with respect to any property, plant or equipment having a fair market value in excess of $100 million; provided, further, that for purposes of the combination agreement, "fair market value" is based on the value that a willing buyer would pay a willing seller independent of the combination.

Other Actions and Efforts

CF Holdings and OCI have agreed, among other things:

•: to provide, subject to certain restrictions, each other and the other's representatives with reasonable access during normal business hours to their respective personnel, properties, books and records and contracts, and furnish information concerning its business, properties and personnel as the other party may reasonably request, except that such access will not include any right to conduct environmental sampling or testing of real property;
•: to consult with each other before issuing press releases or similar public announcements regarding the combination agreement, the combination;
•: that the obligations under confidentiality agreement executed by the parties on February 4, 2015, will remain in effect until the closing, upon which such obligations will expire and new confidentiality obligations will take effect;
•: to work together in good faith to prepare a mutually agreeable shareholder agreement by and between Firewater One, New CF and OCI consistent with the terms set forth in the Firewater One Term Sheet attached as Annex C to this document; and
•: to consider in good faith any reasonable request by the other party to enter into a transition services agreement at the closing, provided such agreement has a term no longer than six

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months and would otherwise be on terms and conditions satisfactory to each such party, in its sole discretion.

In addition, CF Holdings and New CF have agreed, among other things:

•: to prepare and submit to the NYSE a listing application covering the New CF ordinary shares to be issued pursuant to the combination agreement and to use reasonable best efforts to obtain, prior to closing, the approval for the listing of such shares;
•: to take all such actions as may be required to cause any dispositions of CF Holdings common stock or acquisitions of New CF ordinary shares resulting from the combination by each person who will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to New CF to be exempt under Rule 16b-3 promulgated thereunder;
•: to use reasonable best efforts to obtain the 7874 opinion from Skadden; and
•: to use commercially reasonable efforts to procure the return or unconditional release of, or cause New CF or CF Holdings to be substituted in all respects for, any guarantee or credit support provided by, or any letter of credit, performance bond or surety posted by, OCI or any of its subsidiaries other than the purchased companies and their subsidiaries, in each case effective as of the closing date, which letter of credit, performance bond or surety is solely for the benefit the purchased companies and their subsidiaries in connection with the ENA business.

In addition, OCI has agreed, among other things:

•: to provide to CF Holdings and New CF (A) audited combined financial statements of the purchased companies as of December 31, 2014 and December 31, 2013; (B) interim unaudited financial statements of the purchased companies required to be included in New CF's registration statement; and (C) other financial statements and other information relating to the purchased companies required to be included in New CF's registration statement;
•: to provide to New CF within 65 calendar days following the closing all historical, annual and interim audited and unaudited financial statements required to be filed in a Form 8-K amendment to be filed by New CF pursuant to Item 9.01 of Form 8-K on or before the date that is 71 calendar days after its filing of a Form 8-K announcing the effective time of the merger;
•: after the date of the filing of the registration statement, to provide to CF Holdings as soon as available and in any event within 40 calendar days after the end of each calendar quarter (other than the last quarter of the year) which ends prior to the closing date, an unaudited combined balance sheet of the purchased companies as of the end of that fiscal quarter and the related statements of income and, in the case of the second quarter only, cash flows for that fiscal quarter;
•: through the earlier of the closing and the date on which the combination agreement is terminated, to provide and cause its controlled affiliates and the purchased companies to, and will use reasonable best efforts to cause its and their respective representatives to, provide reasonable assistance and cooperation as is customary and reasonably requested by CF Holdings, Morgan Stanley Senior Funding, Inc. or Goldman Sachs Bank USA in connection with CF Holdings' obtaining, marketing and arrangement of the debt financing for the combination;
•: to take such actions as may be necessary so that, as of the closing date, all liabilities, indebtedness or other obligations owed between the purchased companies and their subsidiaries, on the one hand, and OCI or any related person, on the other hand, will be settled, discharged or released;

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•: to use reasonable best efforts to cooperate in good faith with CF Holdings with respect to certain operational matters at the plant in Wever, Iowa;
•: to use reasonable best efforts to permit New CF to cause Iowa Fertilizer Company to issue not earlier than the effective time of the merger a notice of optional redemption for all of the Series 2013 Bonds;
•: to obtain at the closing a payoff letter, at the written request of CF Holdings at least ten days prior to closing, from the agents under credit facilities of the purchased companies and their subsidiaries;
•: to grant to New CF the right to use certain names and marks of OCI in connection with the operation of the business of the ENA business for a period of up to twelve months following the closing date;
•: to obtain duly signed resignation letters, effective immediately after the closing, of any directors and officers (or the equivalents) of the purchased companies (other than Firewater One) and to use commercially reasonable efforts to obtain duly signed resignation letters, effective immediately after the closing, of any directors and officers (or the equivalents) of any subsidiaries of the purchased companies (other than Firewater One), in each case at the written request of CF Holdings at least 20 days prior to the closing;
•: to use its reasonable best efforts to obtain the 355 opinion from Cleary;
•: to use its reasonable best efforts to obtain the solvency opinion from Rothschild Inc.;
•: that any of its retained New CF ordinary shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a combination not subject to, the registration requirements of the Securities Act, and in compliance with any applicable U.S. federal and U.S. state securities laws; and
•: to cause the registrant of certain domain names to change the registered owner as recorded by the applicable registrar of such domain names to one of the purchased companies or their subsidiaries.

In addition, CF Holdings has agreed, among other things:

•: to use its reasonable best efforts to take, or cause to be taken, all actions to arrange and obtain the proceeds of the debt financing to be used to finance the combination, including using reasonable best efforts to (A) maintain in effect the commitment letter, dated as of August 6, 2015, between CF Holdings and Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA in accordance with the terms and subject to the conditions thereof; (B) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the commitment letter or on terms not prohibited by the combination agreement or on terms not materially less favorable, in the aggregate, to CF Holdings (as determined in the reasonable judgment of CF Holdings) than the terms and conditions contained in the commitment letter; (C) satisfy or seek a waiver of, on a timely basis, all conditions in the commitment letter and such definitive agreements within the control of CF Holdings; (D) upon satisfaction or waiver of all of the conditions precedent, draw a sufficient amount of the debt financing or any other financing to enable CF Holdings to consummate the merger; and (E) upon satisfaction or waiver of all the conditions, enforce the funding obligations rights under the commitment letter or such definitive agreements in the event of a failure to fund by the financing sources that would impede or delay the closing; and

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•: in the event any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the commitment letter and such portion is reasonably required to consummate the combination, to use its reasonable best efforts to arrange and to obtain from alternative sources upon terms and conditions not materially less favorable, in the aggregate, to CF Holdings (as determined in the reasonable judgment of CF Holdings) than those contained in the commitment letter, an amount sufficient to consummate the merger.

In addition, New CF has agreed, among other things:

•: for a period of at least six years after the closing date, not to, and not to permit any of the purchased companies and their subsidiaries to, amend, repeal or modify any provision in any charter documents of the purchased companies and their subsidiaries relating to the exculpation, indemnification or advancement of expenses with respect to any individual who is now, or who has been at any time prior to the date of the combination agreement, or who becomes prior to the closing, a director or officer of the purchased companies and their subsidiaries, in connection with acts or omissions occurring on or prior to the closing; and
•: to use its reasonable best efforts to obtain the 355 opinion from Cleary.

In addition, OCI, CF Holdings and New CF have agreed, among other things:

•: (A) to give the other parties the opportunity to participate in (but not control) such party's defense or settlement of any shareholder litigation against such party and/or its directors or executive officers relating to the combination agreement or the combination, and (B) to not settle or offer to settle any such litigation without the prior written consent of the other party (which will not be unreasonably withheld, conditioned or delayed);
•: to grant approvals and take such actions as necessary so that the combination may be consummated if antitakeover statutes become applicable to the combination;
•: that the real property owned by OCI which is a greenfield methanol production facility located in Beaumont, Texas will be partitioned and subdivided as determined by the parties prior to the closing; and
•: that, prior to January 1, 2022, New CF will have a right to participate in any project commenced by OCI on real property owned by Texam Holdings LLC (a wholly-owned subsidiary of OCI), or any of Texam Holdings LLC's subsidiaries, on the same economic terms as OCI, with OCI retaining a 55% interest in such project and New CF acquiring a 45% interest and that, if OCI does not commence the development of a project on the real property owned by Texam Holdings LLC or any of its subsidiaries prior to January 1, 2022 for which New CF is provided the participation right as described above, New CF will have the option to acquire such real estate on January 1, 2022 for its fair market value as of January 1, 2022 as agreed to by OCI and New CF or failing such agreement as determined by a third party appraisal process reasonably satisfactory to OCI and New CF.

In addition, with respect to the convertible bonds:

•: OCI, CF Holdings and New CF have agreed to (A) comply fully with the terms of the convertible bonds and the convertible bond trust deed, including giving any and all notices required to be given by such person under the terms of the convertible bonds and the convertible bond trust deed prior to the effective time of the merger with respect to the combination and delivering all documents required under the terms of the convertible bonds and the convertible bond trust deed; (B) consult with the other parties in relation to the appointment of an independent advisor to oversee the valuation and conversion of the convertible bonds; and (C) take all actions as are reasonably requested by any other party to carry out the purposes of the foregoing and to cooperate with the other parties in relation thereto;

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•: OCI has agreed to use commercially reasonable efforts in compliance with applicable law to make an offer to the holders of the convertible bonds designed to incentivize such holders of convertible bonds to exercise their conversion rights with respect to the convertible bonds prior to the time of the distribution; and
•: After the closing of the combination and prior to March 31, 2017, if the convertible bonds may be redeemed by New CF as described in the section entitled "Description of Certain Indebtedness—OCI Convertible Bonds" then New CF will use commercially reasonable efforts to redeem the convertible bonds. Upon such redemption, New CF will issue to OCI a number of New CF ordinary shares equal to the portion of the convertible bond share reduction amount (as explained above in the section entitled "—The Contribution") representing the premium to parity value of the convertible bond as of the closing minus the number of New CF ordinary shares equal to (i) a certain amount of interest paid or payable on the convertible bonds, divided by (ii) the volume weighted average price per New CF ordinary share on the NYSE for the ten consecutive trading days ending upon and including the third trading day immediately prior to the optional redemption date as calculated by Bloomberg Financial LP under the function "VWAP."

Conditions to the Closing

Conditions to Each Party's Obligations to Close the Combination

Each party's obligation to effect the combination is subject to the satisfaction or waiver of the following conditions:

•: the adoption of the combination agreement by the requisite affirmative vote of CF Holdings shareholders;
•: the approval of the combination by the requisite affirmative vote of the OCI shareholders;
•: the waiting period applicable to the distribution by way of a reduction of the nominal value of the ordinary shares in the capital of OCI of certain of the New CF ordinary shares received by it from New CF will have expired with no opposition being instituted or, if opposition was instituted in accordance with section 2:100 DCC, such opposition will have been withdrawn or otherwise finally settled;
•: the waiting periods and approvals applicable to the consummation of the combination under the HSR Act, European Union Merger Regulation and the Turkish competition law will have expired, been terminated or been obtained, as applicable, in each case without the imposition of a burdensome condition;
•: CFIUS will have concluded all action under any review or investigation of the combination under the DPA, having determined that the combination does not constitute a "covered transaction" pursuant to the DPA or that there are no unresolved national security concerns, or the President of the United States of America will have determined not to take action authorized by the DPA with respect to the combination;
•: the effectiveness of New CF's registration statement (of which this document forms a part) under the Securities Act, and the absence of any stop order and no proceedings for that purpose with respect to such registration statement;
•: the NYSE's authorization to list the New CF ordinary shares on such exchange;
•: the absence of any judgment, order or injunction by any governmental body or any applicable law that prohibits or makes illegal the consummation of the combination;

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•: no action or proceeding will have been commenced by any governmental body and be pending against New CF, CF Holdings or OCI seeking to restrain, or to obtain any material damages or other material remedy in connection with, the combination; provided that this condition, to the extent it relates to any action or proceeding by any antitrust authority or relating to any antitrust law, will be deemed to be satisfied unless the restraint, damages or remedy sought by the applicable governmental body constitutes a burdensome condition;
•: certain representations and warranties of New CF contained in the combination agreement being true and correct in all material respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of New CF contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct as of the date of the combination agreement and as of the closing date as though made at the closing date, except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of New CF or MergerCo to consummate the combination;
•: the performance in all material respects by New CF of agreements and covenants in the combination agreement that are required to be performed by it at or prior to the closing;
•: the absence of (i) any change in law, official interpretation thereof, or officially proposed action by the United States Internal Revenue Service or United States Department of Treasury, other than those rules described in Notice 2015-79 issued by the Department of the Treasury and Internal Revenue Service on November 19, 2015, (whether or not yet approved or effective) with respect to subject matters covered by Code Section 7874 or (ii) passage of any bill that would implement a change in applicable laws by either the United States House of Representatives or the United States Senate with respect to subject matters covered by Code Section 7874, that, in either of case (i) or (ii), if finalized and made effective, in the opinion of Skadden or Cleary, (A) would reasonably be expected to cause New CF to be treated as a U.S. domestic corporation for U.S. federal tax purposes or (B) would cause New CF to fail to qualify for relevant benefits of the U.S.-Netherlands Tax Treaty; and
•: certain of the steps of the restructuring described in section 3.1 of the combination agreement (which very generally includes the steps involved in the separation and the settlement of certain intercompany payables and receivables) will have been completed in all material respects in accordance with the terms and provisions of the combination agreement.

Conditions to the Obligations of CF Holdings to Close the Combination

Unless waived by CF Holdings, the obligations of CF Holdings to effect the combination are subject to the satisfaction of the following additional conditions:

•: certain representations and warranties of OCI contained in the combination agreement being true and correct in all respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of OCI contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct in all material respects as of the date of the combination agreement and as of the closing date as though made at the closing date;

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•: certain representations and warranties of OCI contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct as of the date of the combination agreement and as of the closing date as though made at the closing date, except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had an OCI material adverse effect;
•: the performance in all material respects by OCI of agreements and covenants in the combination agreement that are required to be performed by it at or prior to the closing;
•: no OCI material adverse effect having occurred since the date of the combination agreement;
•: the receipt by CF Holdings from Skadden of an opinion dated as of the closing date to the effect that Section 7874 of the Code (or any other U.S. tax laws), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance, should not apply in such a manner so as to cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes from and after the closing date;
•: the receipt by CF Holdings from Skadden of an opinion dated as of the closing date to the effect that New CF should qualify for relevant benefits of the U.S.-Netherlands Tax Treaty;
•: the receipt by CF Holdings of certain consents as set forth in the confidential disclosure letter delivered by OCI;
•: the net indebtedness of the purchased companies and their subsidiaries (other than any such indebtedness owed to OCI and its subsidiaries other than the purchased companies and excluding any net indebtedness incurred by Firewater One and its subsidiaries in connection with the Natgasoline project financing as described in the section entitled "Natgasoline Joint Venture") as of immediately prior to the closing will not be greater than $2.2 billion; and
•: the receipt by the OCI board from Rothschild Inc. of a customary "solvency" opinion in form and substance reasonably satisfactory to the CF Holdings board.

Conditions to the Obligations of OCI to Close the Combination

Unless waived by OCI, the obligations of OCI to effect the combination are subject to the satisfaction of the following additional conditions:

•: certain representations and warranties of CF Holdings contained in the combination agreement being true and correct in all respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of CF Holdings contained in the combination agreement being true and correct in all material respects as of the date of the combination agreement and as of the closing date as though made at the closing date;
•: certain representations and warranties of CF Holdings contained in the combination agreement, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, being true and correct as of the date of the combination agreement and as of the closing date as though made at the closing date, except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had a CF Holdings material adverse effect;
•: the performance in all material respects by CF Holdings of agreements and covenants in the combination agreement that are required to be performed by it at or prior to the closing;

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•: no CF Holdings material adverse effect having occurred since the date of the combination agreement; and
•: the receipt by OCI from Cleary of an opinion dated as of the closing date to the effect that, for U.S. federal income tax purposes, the separation should be treated as a reorganization within the meaning of Section 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code.

Conditions to the Natgasoline Joint Venture

If the conditions of the Natgasoline joint venture set forth below have not been satisfied as of the closing, CF Holdings may by written notice to OCI elect that the combination agreement be deemed modified such that: (A) the definition of purchased companies will not include Firewater One; (B) all references to OCI causing OCI Chem 2 B.V. to transfer to CF Holdings (or its designee) shares representing 45% of the capital stock of Firewater One in exchange for an amount in cash equal to $517.5 million will be deleted; and (C) all references to any Natgasoline construction contract or the Natgasoline complex will be deleted.

Each party's obligation to consummate the Natgasoline joint venture transaction is subject to the satisfaction of the below conditions:

•

Natgasoline LLC will have secured a maximum of $1.4 billion of non-recourse project financing with all conditions precedent to initial disbursement met or waived, with such project financing to be on prevailing market terms and conditions, subject to certain conditions.

•

Natgasoline LLC will have entered into charter agreements (including any amendment, modifications or waivers thereof) for two methanol transport vessels.

•

Natgasoline LLC will have entered into the amendment of the engineering, procurement and construction contract for the Natgasoline methanol project, entered into as of April 15, 2015, between Natgasoline LLC and Orascom E&C USA Inc.:

•: to amend the such contract to be a turn-key, lump sum, fixed-price contract and to include a performance guaranty from the contractor secured by a standby letter of credit for an amount equal to 5% of the lump sum project cost for the benefit of Natgasoline; and
•: to amend the contract to be on terms and conditions satisfactory to the project financing lenders and such lenders' independent engineer.

In connection with such amendment, CF Holdings will be entitled to (and Natgasoline LLC shall cause Orascom E&C USA Inc. to permit CF Holdings to) benefit from inspection and audit rights as are customarily granted to owners of projects with engineering, procurement and construction contracts of such type, regardless of whether such rights are contained in such contract as of the date hereof. Any costs of amendment of such contract as set forth above, including for purposes of complying with the requirements of the project financing lenders in order to secure the project financing with all conditions precedent to initial disbursement met or waived, shall be borne by OCI.

•: Natgasoline LLC will have executed and delivered an operations and maintenance agreement with CF Holdings or an affiliate of CF Holdings, pursuant to which CF Holdings or such affiliate will provide operation and maintenance services for the Natgasoline joint venture on market terms and conditions, including that pricing for such services shall be at cost plus a 7.5% mark-up.
•: Natgasoline LLC will have entered into a natural gas transportation agreement with a service provider reasonably acceptable to CF Holdings, and a terminal, pipeline and connection

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agreement with a service provider reasonably acceptable to CF Holdings, in each case on prevailing market terms and conditions.

•: No material adverse effect, as defined in the combination agreement (measured with respect to the Firewater One and all direct and indirect subsidiaries of Firewater One taken as a whole), will have occurred and be continuing.
•: Natgasoline LLC will be (i) in material compliance with, and no "default" or "event of default" shall have occurred and be continuing under, any of its material contracts, including, without limitation, the terms of the project financing and the engineering contract, and (ii) in material compliance with all applicable laws, rules and regulations applicable to the development, construction and operation of the Natgasoline methanol plant.
•: Any material consents or approvals required to be obtained from governmental authorities or contract counterparties in order to consummate the project financing shall have been obtained and in full force and effect.
•: The capital structure of Firewater One and its subsidiaries will be mutually satisfactory to OCI and CF Holdings; provided that any changes to the capital structure of Firewater One and its subsidiaries not contemplated pursuant to the terms of the combination agreement and requested by CF Holdings after August 6, 2015 shall be at no cost to OCI.

As of December 23, 2015, the additional conditions to the Natgasoline joint venture had not yet been satisfied.

Indemnification

From and after the closing, OCI will indemnify each of New CF, CF Holdings and their controlled affiliates (including the purchased companies and their subsidiaries after closing) and each of their representatives against, and hold them harmless from and against, any and all claims, actions, causes of action, proceedings, arbitrations, losses, damages, liabilities, judgments, fines, amounts, penalties, assessments and expenses (including reasonable attorneys' fees and costs of investigation and defense) they sustain that, directly or indirectly, arise out of or result from:

•: any breach of any representation or warranty made by or on behalf of OCI in the combination agreement (other than the tax matters representations and warranties). For the purpose of this bullet, the determination whether any breach of any representation or warranty has occurred will be made without giving effect to any "materiality" and "OCI material adverse effect" qualifications and exceptions in such representations and warranties other than certain representations and warranties of OCI regarding financial statements, the absence of an OCI material adverse effect, and disclosures regarding benefit plans, intellectual property rights, insurance and material contracts (it being understood that such representations and warranties will be deemed to have been made both as of the date of the combination agreement and as of the closing date as though made at the closing date (other than representations and warranties that by their terms speak as of another date, which shall be deemed to have been made only as of such date));
•: any breach or nonfulfillment by OCI of, or default by OCI under, any agreement or covenant in the combination agreement;
•: OCI and its subsidiaries (other than the purchased companies and their subsidiaries) or their respective businesses, operations, properties or assets, whether before or after the closing;
•: certain matters relating to the construction of OCI's facility in Wever, Iowa;

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•: any claims or any proceedings by or on behalf of any holder of convertible bonds relating to, arising out of or in connection with the combination; and
•: the amount, if any, by which the actual net debt of the purchased companies and their subsidiaries (other than that owed to OCI and its subsidiaries other than the purchased companies) as of immediately prior to the closing exceeds the pre-closing estimate thereof.

From and after the closing, New CF and CF Holdings will, jointly and severally, indemnify OCI and its controlled affiliates and each of their representatives against, and hold them harmless from and against, any and all claims, actions, causes of action, proceedings, arbitrations, losses, damages, liabilities, judgments, fines, amounts, penalties, assessments and expenses (including reasonable attorneys' fees and costs of investigation and defense) they sustain that, directly or indirectly, arise out of or result from:

•: any breach of any representation or warranty made by or on behalf of CF Holdings in the combination agreement (without giving effect to any "materiality" and "CF Holdings material adverse effect" qualifications and exceptions in such representations and warranties other than certain representations and warranties of CF Holdings regarding financial statements and the absence of a CF Holdings material adverse effect) (it being understood that such representations and warranties will be deemed to have been made both as of the date of the combination agreement and as of the closing date as though made at the closing date (other than representations and warranties that by their terms speak as of another date, which shall be deemed to have been made only as of such date));
•: any breach or nonfulfillment by CF Holdings of, or default by CF Holdings under, any agreement or covenant in the combination agreement;
•: any breach or nonfulfillment by New CF of, or default by New CF under, any agreement or covenant to be performed after the closing; or
•: the purchased companies and their subsidiaries or their respective businesses, operations, properties or assets, after the closing.

In addition, from and after the closing, OCI and New CF will indemnify each other for certain tax matters as described below under "—Tax Matters."

Survival

Most representations and warranties of the parties to the combination agreement survive the closing until 15 months after the closing. Representations and warranties regarding (A) authorization, validity and effect of agreements, capital structure, capitalization and rights with respect to equity interests, subsidiaries of the purchased companies, absence of amendments by purchased companies and their subsidiaries to certain construction contracts, title of OCI and certain of its subsidiaries to the equity interests of the purchased companies and fees payable to brokers or investment banks in connection with the combination will survive the closing until six years after the closing, (B) certain tax matters regarding inclusion on tax returns of material items of income and material items of deduction of the purchased companies survive until the applicable statute of limitations plus 90 days thereafter, and (C) other tax matters will expire at the closing.

The covenants of the parties to the combination agreement that contemplate performance prior to the closing survive the closing until 15 months after the closing. The covenants that contemplate performance after the closing will survive the closing and continue in effect until (A) to the extent such covenants have an expiration date, such expiration date, and (B) to the extent that such covenants do not have an expiration date, indefinitely.

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Threshold, Cap and de Minimis Amount

Each party is required to indemnify the other party for breaches of representations and warranties only to the extent that the aggregate liability in respect of all indemnifiable claims exceeds a deductible of $50 million, except for breaches of the representations and warranties regarding authorization, validity and effect of agreements, capital structure, capitalization and rights with respect to equity interests, subsidiaries of the purchased companies, absence of amendments by purchased companies and their subsidiaries to certain construction contracts, title of OCI and certain of its subsidiaries to the equity interests of the purchased companies and fees payable to brokers or investment banks in connection with the transactions, to which the deductible does not apply.

In no event shall any party's aggregate liability with respect to breaches of its representations and warranties exceed $450 million, except that such $450 million cap shall not apply to breaches of such representations and warranties to which the deductible does not apply (as discussed in the immediately preceding paragraph).

There is no liability for breaches of representations and warranties for any individual claim (or series of related claims) that is less than a de minimis amount of $500,000, except that such $500,000 de minimis amount shall not apply to breaches of such representations and warranties to which the deductible does not apply (as discussed in the first paragraph of this section).

Tax Matters

New CF will bear all transfer taxes and related out-of-pocket expenses, if any, relating to the combination (other than certain transfer taxes and related out-of-pocket expenses with respect to the convertible bonds). The party responsible under applicable law will prepare and file any transfer tax returns and provide them and any related documentation to the other parties. If OCI or any of its affiliates is required to pay transfer taxes for which it has filed a transfer tax return, New CF will indemnify and hold harmless OCI or its affiliate for any such transfer taxes and any out-of-pocket expenses in connection with the preparation and filing of such tax returns.

OCI will prepare and file all tax returns of the purchased companies and their acquired subsidiaries that are due, taking into account extensions, on or prior to the closing date and will remit all taxes due in respect of such tax returns. Such tax returns shall be made in a manner consistent with past practices of each such purchased company or acquired subsidiary, except to the extent (i) required by applicable laws or (ii) where filing such tax returns in a manner that is not consistent with past practices of each such purchased company or acquired subsidiary would not increase taxes of or with respect to (or decrease a tax attribute of or otherwise available to) any such purchased company or acquired subsidiary, as the case may be, for a post-closing date tax period.

New CF will prepare and file all tax returns of the purchased companies and their acquired subsidiaries after the closing date, other than any consolidated or combined tax return that is required to be filed by OCI or one of its subsidiaries or affiliates (other than a purchased company or acquired subsidiary), and will remit all taxes due in respect of such tax returns. Such tax returns shall be prepared and all elections with respect to such tax returns shall be made in a manner consistent with past practices of each such purchased company or acquired subsidiary, except to the extent required by applicable law. Before filing any straddle period tax return or any other pre-closing tax period tax return, New CF shall provide OCI with a copy of such tax return at least forty days prior to the last date for timely filing such tax return, and New CF shall include, in the tax return filed, all reasonable comments provided by OCI with respect to any such draft copy not later than five (5) days prior to such due date. OCI shall, and shall cause its affiliates to, execute any applicable powers of attorney with respect to the filing of such tax returns. New CF shall not, without the written consent (not to be unreasonably withheld) of OCI, withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any tax return filed by or in respect of any purchased company or acquired subsidiary for any taxable year or period beginning before the closing date.

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OCI will indemnify New CF and CF Holdings against (i) any taxes imposed on or with respect to any purchased company or acquired subsidiary for any pre-closing tax period (or portion thereof), (ii) any taxes imposed on or with respect to any purchased company or acquired subsidiary for which OCI or one of its affiliates (other than any of the purchased companies and their acquired subsidiaries) is primarily liable and which tax would not have arisen but for the relationship on or at any time before the closing date of a purchased company or acquired subsidiary with OCI or such affiliate, (iii) any breach of the representations and warranties relating to taxes of the purchased companies and their acquired subsidiaries made by OCI, (iv) certain transfer taxes for which OCI is responsible, (v) any taxes relating to the separation including, for the avoidance of doubt, any Dutch withholding taxes on the distribution, (vi) any taxes relating to or in connection with OCI's and its affiliates' exit from Egypt, (vii) any taxes relating to or in connection with the separation of OCI Construction Limited and its affiliates from OCI and its affiliates, (viii) any taxes with respect to the formation of, transfer of assets to or sale of interest in OCI Partners LP, a Delaware limited partnership, (ix) any amounts payable under the Tax Claim Agreement dated February 6, 2015, by and between OCI and OCI Construction Limited, and (x) any taxes or losses resulting from the failure of the Midwestern Disaster Relief Revenue Bonds, Series 2012 to qualify as tax-exempt bonds. The foregoing obligations of OCI shall survive until the expiration of the applicable statute of limitations plus thirty days. New CF will indemnify OCI against any taxes imposed on or in respect of the purchased companies and their acquired subsidiaries for any post-closing period and for any transfer taxes and related out-of-pocket expenses imposed on the combination (other than certain transfer taxes and related out-of-pocket expenses with respect to the convertible bonds). Any such indemnity payments will be treated by the parties as an adjustment of the cash consideration payable under the combination agreement and will be decreased by any tax benefit, and increased by any tax cost, realized by the recipient.

All tax sharing agreements between the purchased companies and their acquired subsidiaries and OCI will terminate on the closing date. The parties agree to (a) retain and maintain all accounting and tax records and information relating to the purchased companies and their acquired subsidiaries including all tax returns, schedules and work papers, records and other documents in its possession relating to tax matters of a purchased company or acquired subsidiary for each pre-closing tax period and any straddle period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such tax returns and other documents relate (giving effect to any valid extensions) or (ii) six years following the due date for such tax returns (giving effect to any valid extensions), (b) allow the other parties, their affiliates and representatives (and representatives of any of their affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party requesting the records) as such parties may deem reasonably necessary or appropriate from time to time and (c) as reasonably requested by any party, cooperate and make employees available at mutually convenient times to provide additional information or explanation of materials or documents. Such information shall be kept confidential except as may be otherwise necessary in connection with the filing of tax returns or claims for refund or in conducting an audit or other proceeding.

OCI will be entitled to control any tax contests to the extent they relate to taxes for which OCI is required to indemnify CF Holdings, New CF or their controlled affiliates; provided that New CF may participate in any such tax contests at its own expense, including the right to attend any meetings and participate in any communications with the relevant tax authority, to the extent they relate to taxes of a purchased company or acquired subsidiary; provided, further, that OCI shall not, and shall not permit any other person to, concede, settle or compromise a tax contest (or portion thereof) to the extent such concession, settlement or compromise could reasonably be expected to affect adversely New CF and its affiliates, including any increase in the taxes of any purchased company or acquired subsidiary for any post-closing tax period, without the prior written consent of New CF, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that if OCI fails to assume control of the conduct of any such tax contest within thirty (30) days following the receipt by OCI of notice of

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such tax contest, New CF may notify OCI in writing that it has failed to assume control of such tax contest, and if OCI does not assume control of such tax contest within five business days after such notice, New CF shall have the right to assume control of such tax contest and shall be empowered to settle, compromise and/or concede such tax contest upon the prior written consent of OCI, which consent shall not unreasonably be withheld, conditioned or delayed; provided, further, that OCI may participate in any tax contests described in the preceding clause at its own expense, including the right to attend any meeting and participate in any communications with the relevant tax authority, to the extent such tax contest relates to taxes of a purchased company or acquired subsidiary. New CF shall control any other tax contests of the purchased companies and their acquired subsidiaries, other than tax contests of a consolidated or combined group of which OCI or its affiliates (other than a purchased company) is the common parent.

None of the parties may take or agree to take any action, or knowingly fail to take any action, which action or failure to act would or could reasonably be expected to cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes following the combination. Neither CF nor OCI may take or agree to take any action, or knowingly fail to take any action, which action or failure to act would or could reasonably be expected to prevent the separation from being treated as a reorganization within the meaning of Section 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code.

Termination of the Combination Agreement

Termination by Mutual Consent

The combination agreement may be terminated and the combination may be abandoned at any time prior to the closing, whether before or after the adoption of the combination agreement by CF Holdings shareholders or the approval of the combination by OCI shareholders, by the mutual written agreement of CF Holdings and OCI.

Termination by CF Holdings or OCI

•: if the closing does not occur on or before August 6, 2016, which is referred to in this document as the end date, except that CF Holdings and OCI may extend such date on one or more occasions to a date not later than November 6, 2016, in the event that all of the conditions to the closing, other than certain closing conditions, have been satisfied or are then capable of being satisfied; provided, that this right to terminate will not be available to any party if the failure of that party to perform any of its covenants or obligations under the combination agreement has caused or resulted in the failure of the closing to be consummated on or before such date;
•: if a final and nonappealable judgment, temporary restraining order, injunction, ruling, determination, decision, opinion or comparable judicial or regulatory action issued by a governmental body, or any law (other than those laws having only an immaterial effect and that do not impose criminal liabilities or penalties) makes the consummation of the combination illegal; provided, that the party seeking to so terminate the combination agreement has used its reasonable best efforts to remove the restraint;
•: if the combination agreement was not adopted by CF Holdings shareholders upon a vote taken at a duly held meeting of CF Holdings shareholders;

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•: if the combination agreement was not approved by OCI shareholders upon a vote taken at a duly held meeting of OCI shareholders;
•: if there will have been a change of law that, if finalized and made effective, in the opinion of Skadden or Cleary, would reasonably be expected to cause New CF to be treated as a U.S. domestic corporation for U.S. federal tax purposes; or
•: in the event New CF breaches any representation, warranty, covenant or other agreement contained in the combination agreement which results in the failure to satisfy certain conditions to the closing, and the breach cannot be or has not been cured by the earlier of 30 calendar days after either CF Holdings or OCI provides written notice of the breach to New CF and the end date; provided, that the party seeking to so terminate the combination agreement is not then in breach of its obligation to cooperate to cause New CF to perform the obligations it is required to perform at or prior to the closing.

Termination by CF Holdings

•: prior to the approval of the combination agreement by OCI shareholders, if (A) the OCI board has failed to include in the notice of the OCI meeting its recommendation that OCI shareholders approve the combination, (B) the OCI board has made an adverse recommendation change, (C) if in the event that a public offer that constitutes an acquisition proposal for OCI will have been commenced and OCI will not have published its position statement (including a recommendation rejecting such public offer) pursuant to article 18(2) of the Dutch decree on public takeovers within ten business days after such public offer is first published or sent or subsequently amended in any material respect, a statement recommending that shareholders reject such public offer and affirming the OCI board recommendation, or (D) OCI has in any material respect violated its material non-solicitation obligations under the combination agreement;
•: in the event OCI has breached any representation, warranty, covenant or other agreement contained in the combination agreement that (A) would give rise to a failure of the conditions to the obligations of CF Holdings to close the combination, and (B) cannot be or has not been cured by the earlier of 30 calendar days after CF Holdings provides written notice of the breach to OCI and the end date; or
•: if the closing conditions that CF Holdings has received from Skadden opinions dated as of the closing date to the effect that (A) Section 7874 of the Code should not apply in such a manner so as to cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes from and after the closing and (B) New CF should qualify for relevant benefits of the U.S.-Netherlands Tax Treaty, are, in either case, incapable of being satisfied.

Termination by OCI

•: prior to the adoption of the combination agreement by CF Holdings shareholders, if (A) the CF Holdings board has failed to include in the proxy statement its recommendation that CF Holdings shareholders adopt the combination agreement and approve the merger, (B) the CF Holdings board has made an adverse recommendation change, (C) in the event that a tender

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offer or exchange offer that constitutes an acquisition proposal for CF Holdings will have been commenced by a person unaffiliated with OCI and CF Holdings will not have published, sent or given to its shareholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten business day period (as specified in Rule 14e-2 under the Exchange Act) after such tender offer or exchange offer is first published or sent or subsequently amended in any material respect, a statement recommending that shareholders reject such tender offer or exchange offer and affirming the CF Holdings board recommendation, or (D) CF Holdings has violated in any material respect its material non-solicitation obligations under the combination agreement;

•: in the event CF Holdings has breached any representation, warranty, covenant or other agreement contained in the combination agreement that (A) would give rise to a failure of the conditions to the obligations of OCI to close the combination, and (B) cannot be or has not been cured by the earlier of 30 calendar days after OCI provides written notice of the breach to CF Holdings and the end date; or
•: if the closing condition that OCI has received from Cleary an opinion dated as of the closing date to the effect that, for U.S. federal income tax purposes, the separation should be treated as a reorganization within the meaning of Section 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code from and after the closing is incapable of being satisfied.

Termination Fees

CF Holdings Termination Fee

CF Holdings will be required to pay OCI a termination fee of $150 million in the event that:

•: (A) OCI terminates the combination agreement as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by OCI", or (B) either OCI or CF Holdings terminates the combination agreement because the combination agreement was not adopted by CF Holdings shareholders upon a vote taken at a duly held meeting of CF Holdings shareholders as described in the third bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" if at the time of such termination OCI had the right to terminate the combination agreement as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by OCI";
•: (A)(i) CF Holdings or OCI terminates the combination agreement because the combination agreement was not adopted by CF Holdings shareholders upon a vote taken at a duly held meeting of CF Holdings shareholders as described in the third bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" or because the closing does not occur on or before the end date as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" or (ii) OCI terminates the combination agreement because CF Holdings has breached a covenant or agreement contained in the combination agreement that would give rise to a failure of the conditions to the obligations of OCI to close the combination as described in the second bullet under the section entitled "—Termination of the Combination Agreement—Termination by OCI", (B) after the date of the combination agreement and prior to the termination in the case of termination as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" or in the second bullet under the section entitled "—Termination of the Combination Agreement—Termination by OCI" or prior to the meeting of CF Holdings shareholders in the case of termination as described in the third bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" an acquisition proposal for CF Holdings has been publicly announced or otherwise made known to CF Holdings management

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or the CF Holdings board, and (C) within twelve months after the termination either (i) CF Holdings or any of its subsidiaries enters into an agreement with respect to an acquisition proposal for CF Holdings which is subsequently consummated or (ii) an acquisition proposal for CF Holdings is consummated (for purposes of the foregoing, all references in the definition of acquisition proposal to 15% are deemed to refer to 50%), which $150 million termination fee will be paid by CF Holdings prior to or contemporaneously with the consummation of such acquisition proposal; or

•: (A) CF Holdings or OCI terminates the combination agreement because the closing does not occur on or before the end date as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" and at the time of termination any of the conditions to closing relating to antitrust shall not be satisfied but all other conditions to closing described under the section entitled "—Conditions to the Closing—Conditions to Each Party's Obligations to Close the Combination" and the section entitled "—Conditions to the Closing—Conditions to the Obligations of CF Holdings to Close the Combination" have been satisfied or waived or (B)(i) CF Holdings or OCI terminates the combination agreement if a final and nonappealable restraint as described in the second bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" arising under the authority of any antitrust authority makes the consummation of the combination illegal or (ii) OCI terminates the combination agreement because CF Holdings has breached a covenant or agreement regarding its efforts to seek antitrust and regulatory approval of the combination that would give rise to a failure of the conditions to the obligations of OCI to close the combination as described in the second bullet under the section entitled "—Termination of the Combination Agreement—Termination by OCI" and at the time of termination any of the conditions to closing relating to antitrust approvals shall not have be satisfied but all other conditions to closing described under the section entitled "—Conditions to the Closing—Conditions to Each Party's Obligations to Close the Combination" and the section entitled "—Conditions to the Closing—Conditions to the Obligations of CF Holdings to Close the Combination" have been satisfied; provided, that CF Holdings will have no obligation to pay such amount if (1) documents in OCI's or any of its affiliates' possession were produced by OCI to an antitrust authority that failed to provide a necessary clearance or approval of the combination, which documents a reasonable person would believe were a materially adverse factor to the parties' failure to obtain such clearance or approval and (2) no documents in CF Holdings' or any of its affiliates' possession were produced by CF Holdings to such antitrust authority that a reasonable person would believe were as significant an adverse factor as OCI's documents in the parties' failure to obtain such clearance and approval.

OCI Termination Fee

OCI will be required to pay CF Holdings a termination fee of $150 million in the event that:

•: (A) CF Holdings terminates the combination agreement as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings", or (B) either OCI or CF Holdings terminates the combination agreement because the combination was not approved by OCI shareholders upon a vote taken at a duly held meeting of OCI shareholders as described in the fourth bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" if at the time of such termination CF Holdings had the right to terminate the combination agreement as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings"; or
•: (A)(i) CF Holdings or OCI terminates the combination agreement because the combination was not approved by OCI shareholders upon a vote taken at a duly held meeting of OCI

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shareholders as described in the fourth bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" or because the closing does not occur on or before the end date as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" or (ii) CF Holdings terminates the combination agreement because OCI has breached a covenant or agreement contained in the combination agreement that would give rise to a failure of the conditions to the obligations of CF Holdings to close the combination as described in the second bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings," (B) after the date of the combination agreement and prior to the termination in the case of termination as described in the first bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" or in the second bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings" or prior to the meeting of OCI shareholders in the case of termination as described in the fourth bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI" an acquisition proposal for OCI has been publicly announced or otherwise made known to OCI management or the OCI board, and (C) within twelve months after the termination either (i) OCI or any of its subsidiaries enters into an agreement with respect to an acquisition proposal for OCI which is subsequently consummated or (ii) an acquisition proposal for OCI is consummated (for purposes of the foregoing, all references in the definition of acquisition proposal to 15% are deemed to refer to 50%), which $150 million termination fee will be paid by OCI prior to or contemporaneously with the consummation of such acquisition proposal.

Expenses Reimbursement

Subject to certain other exceptions, whether or not the combination is completed, each of CF Holdings and OCI is responsible for all of its respective costs and expenses incurred in connection with the combination, except that:

•: CF Holdings will reimburse OCI for its expenses up to a cap of $30 million if the combination agreement is terminated by either party because the combination agreement was not adopted by CF Holdings shareholders upon a vote taken at a duly held meeting of CF Holdings shareholders, as described in the third bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI," and
•: OCI will reimburse CF Holdings for its expenses up to a cap of $30 million if the combination agreement is terminated by either party because the combination was not approved by OCI shareholders upon a vote taken at a duly held meeting of OCI shareholders, as described in the fourth bullet under the section entitled "—Termination of the Combination Agreement—Termination by CF Holdings or OCI."

In the event that CF Holdings or OCI, as applicable, is required to pay a termination fee, as described above in the second bullet under the section entitled "—Termination Fees—CF Holdings Termination Fee" or the section entitled "—Termination Fees—OCI Termination Fee," as applicable, after the party has reimbursed expenses as described in the two preceding bullets, the termination fee that is payable will be reduced by the amount of such expenses previously paid.

Specific Performance

The parties to the combination agreement are entitled (in addition to any other remedy that they are entitled at law or in equity) to an injunction, specific performance or other equitable relief to prevent breaches or threatened breaches of the combination agreement and to enforce specifically the terms and provisions of the combination agreement.

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Amendments; Waiver

The combination agreement may be amended by the parties, by action taken or authorized by their respective boards of directors, whether before or after the required vote by OCI shareholders or CF Holdings shareholders, but after the required vote has been obtained, no amendment shall be made that by law requires further approval by the OCI shareholders or CF Holdings shareholders, as applicable, without obtaining such further approval. However, the combination agreement will not be amended in any way that would adversely affect the rights of the sources of CF Holdings' financing for the combination without the prior written consent of such financing sources. The combination agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties thereto.

At any time prior to the closing, any party to the combination agreement may (A) extend the time for the performance of any of the obligations or other acts of the other parties thereto, (B) waive any inaccuracies in the representations and warranties contained therein or in any document delivered pursuant thereto, and (C) except for the conditions regarding approval by the OCI shareholders and CF Holdings shareholders, waive compliance with any of the agreements or conditions contained therein.

The second amendment to the combination agreement, dated as of December 20, 2015, contains provisions regarding, among other things, the release and discharge of Darwin Holdings Limited, a private company limited by shares incorporated under the law of England, and Beagle Merger Company LLC, a Delaware limited liability company and wholly owned subsidiary of Darwin Holdings Limited, and their respective affiliates and representatives, successors and assigns, from all claims which the parties to the combination agreement (other than Darwin Holdings Limited and Beagle Merger Company) have or may have against them. The second amendment to the combination agreement also contains a waiver by each of CF Holdings and OCI of their right to terminate the combination agreement as a result of Notice 2015-79 issued by the Department of the Treasury and Internal Revenue Service on November 19, 2015.

Governing Law and Venue

The combination agreement is governed by, and is to be construed in accordance with, Delaware law. Each party to the combination agreement has irrevocably agreed to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware located in Wilmington, Delaware (or, if the Delaware Court of Chancery does not have subject matter jurisdiction over a particular matter, the federal courts located in Wilmington, Delaware) in respect of all matters arising out of or relating to the combination agreement or the combination and agreed that any litigation relating thereto shall be heard and determined exclusively in such courts.

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SHAREHOLDERS' AGREEMENT

The following is a summary of the material provisions of the shareholders' agreement (as amended and restated on December 20, 2015). The amended and restated shareholders' agreement is attached to this document as Annex B and is incorporated by reference into this document. This summary may not contain all of the information about the shareholders' agreement that is important to you. We encourage you to read carefully the shareholders' agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the shareholders' agreement and not by this summary or any other information contained in this document. See the section entitled "Ordinary Share Ownership Of Certain Beneficial Owners Of OCI" for additional information on the S shareholders and their relationships to each other and OCI.

General

In connection with the combination agreement, New CF, OCI, and the S shareholders have entered a shareholders' agreement. The shareholders' agreement will govern the ownership interest of OCI and its affiliates in New CF after closing, as well as the ownership interest of the S shareholders in New CF. In this section of the document we refer to the OCI entities that will hold the New CF ordinary shares that are beneficially owned by OCI as OCI. The New CF ordinary shares to be issued to OCI and the S shareholders and certain of their affiliates pursuant to the combination agreement will equal approximately 5.8% and 12.2%, respectively, of the total issued and outstanding New CF ordinary shares immediately after the closing, assuming that (i) the full $700 million of the additional consideration is paid in the form of New CF ordinary shares (calculated using an illustrative value of $45 per share, based on the volume-weighted average price of CF Holdings for the 20 trading days ended December 15, 2015), (ii) OCI distributes an amount of New CF ordinary shares equal to 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF, (iii) all of the convertible bonds are converted by the holders thereof prior to the completion of the combination at the current conversion price of €28.4690 per ordinary share and (iv) OCI distributes an amount of New CF ordinary shares equal to 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF.

For purposes of this section, "OCI shares" means the ordinary shares of New CF to be acquired by OCI (A) pursuant to the combination agreement that are not included in the distribution, and (B) should CF Holdings elect to deliver additional New CF ordinary shares to OCI pursuant to the Natgasoline joint venture call option described in the section entitled "Natgasoline Joint Venture—Transfer Restrictions and Exit Provisions—Call Option."

Warranties

New CF, OCI, and the S shareholders have made warranties with respect to certain fundamental matters in the shareholders' agreement. Additionally, OCI and each S shareholder warranted that neither it nor any affiliate (as defined below) beneficially owns any voting securities of CF Holdings. The S shareholders also warranted that, except as otherwise disclosed to CF Holdings prior to

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execution of the shareholders' agreement, all shares of New CF beneficially owned by the S shareholders or their affiliates after completion of the combination agreement will be owned of record by the S shareholders or such affiliates, and such beneficial ownership will not exceed, in the aggregate, the ownership limit of 20.5% of the outstanding voting securities of New CF.

For the purposes of the shareholder agreement, an "affiliate" is, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, provided that neither the shareholders, nor any of their subsidiaries shall be deemed to be an affiliate of New CF or vice versa, and provided further that any settlor of a family trust shall be deemed to be an affiliate of such family trust.

Standstill Restrictions

From and after the effective time of the merger until the first anniversary of the date on which the S shareholders, in the aggregate, cease to beneficially own voting securities representing at least 5% of the outstanding voting securities of New CF, OCI and the S shareholders and each of their affiliates and their representatives will be prohibited from taking, directly or indirectly, any of the following actions without the prior written consent of the New CF board of directors:

•: acquire any voting securities that would result in (A) OCI and the S shareholders together with their affiliates beneficially owning, in the aggregate, voting securities in excess of 20.5% of New CF, or (B) OCI beneficially owning voting securities in excess of the amount of shares beneficially owned by it immediately following the distribution, as such amount may be reduced from time to time as a result of any transfers by OCI of OCI shares;
•: acquire or agree to acquire any assets of New CF or any of its subsidiaries that are material to the operations, financial condition or prospects of New CF and its subsidiaries, taken as a whole;
•: induce or attempt to induce any third party to offer to acquire beneficial ownership of voting securities of New CF (other than as and to the extent permitted in accordance with the transfer restrictions described below);
•: initiate or make a proposal for any scheme of arrangement, merger, tender, takeover or exchange offer, business combination, reorganization, restructuring, recapitalization or other extraordinary transaction with respect to New CF and any of its subsidiaries;
•: seek the nomination, appointment or removal of any directors of New CF or seek a change in the composition or size of the board of New CF provided that Capricorn shall be entitled to make a confidential submission to the New CF board of directors of (i) one Qualified Candidate (as defined below) in the event either Mr. Heckman or Mr. Heuberger is not then on the New CF board of directors (and has not been replaced by another director proposed by Capricorn to the New CF board of directors) or (ii) two Qualified Candidates in the event both Messrs. Heckman and Heuberger are not then on the New CF board of directors (and have not been replaced by two other directors proposed by Capricorn to the New CF board of directors), in each case, for consideration by the New CF board of directors (or its nominating (or equivalent) committee for nomination as a director;
•: make or cause to be made any press release or similar public announcement or public communication relating to the way it intends to or does vote its shares;
•: deposit any of its shares into a voting trust or subject any of its shares to any proxy or agreement with respect to the voting of such shares or other agreement having a similar effect;
•: participate in, directly or indirectly, any "solicitation" of "proxies" to vote or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the

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Exchange Act, as in effect on the date of the shareholders' agreement, whether or not such Regulation is applicable to New CF) with respect to any New CF voting securities;

•: initiate or make a proposal for any matter to be voted on by New CF's shareholders, or call or request a call for any meeting of New CF's shareholders;
•: form or participate in a group with respect to any voting securities;
•: make any public communication or enter into any agreement inconsistent with the foregoing (other than as required by law);
•: assist or induce any third party with respect to any of the foregoing; or
•: request New CF to amend, waive or terminate any of the above provisions.

"Qualified Candidate" means an individual who:

(a) shall not be an affiliate or associate (as defined in the shareholders' agreement) of any of OCI or an S shareholder;

(b) shall qualify as an "independent director" of New CF under applicable provisions of the Exchange Act and under applicable NYSE rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the shares are then listed;

(c) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect at the date of the shareholders' agreement) if such Qualified Candidate were the "person filing" such Schedule 13D;

(d) shall not be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NYSE or pursuant to applicable law; and

(e) shall not be a director, officer, employee, affiliate or associate of a competitor (as defined in the shareholders' agreement).

Transfer Restrictions

Generally

OCI and the S shareholders agreed to comply with certain transfer restrictions on their New CF voting securities for so long as the S shareholders, in the aggregate, beneficially own voting securities representing at least 5% of the total outstanding voting securities of New CF. Specifically, OCI and the S shareholders will not be permitted to effect certain transfers (in which OCI or the S shareholder, as applicable, negotiates the terms of such transfer directly with the third party purchaser) of any New CF voting securities:

•: in a single transfer or series of related transfers, shares representing more than 3% of the voting securities then outstanding to the extent that as a result of such transfer or transfers the person or group would beneficially own voting securities representing more than ten 10% of the voting securities then outstanding, and such shareholder will, to the extent reasonably practicable, request that each person to which any such shares were transferred provide reasonable confirmation thereof;
•: to any person (or publicly disclosed affiliate of a person) that has previously filed a Schedule 13D (or successor form) with the SEC pursuant to Section 13(d) of the Exchange Act with respect to CF Holdings or New CF during the two year period immediately preceding the date of such proposed transfer;

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•: to any person that (A) has directly or indirectly through its publicly disclosed affiliates, within the two-year period immediately preceding such proposed transfer, and in each case with respect to New CF or CF Holdings or any of their respective equity securities (i) publicly made, engaged in or been a participant in any solicitation of proxies to vote any equity securities of New CF or CF Holdings, (ii) publicly called, or publicly sought to call, a meeting of shareholders of New CF or CF Holdings or publicly initiated any shareholder proposal for action by shareholders of New CF or CF Holdings, (iii) commenced a tender offer to acquire the equity securities of New CF or CF Holdings or (iv) publicly disclosed any intention, plan, agreement or arrangement to do any of the foregoing, or (B) is identified on the most-recently available "SharkWatch 50" list as of such date, or any publicly-disclosed affiliate of such person; or
•: that is a competitor of New CF (or is known by such shareholder to be an affiliate or associate of a competitor).

Certain exceptions to the restrictions set forth above are permitted. OCI and the S shareholders may at any time transfer all or a portion of their shares:

•: in accordance with Rule 144 of the Securities Act;
•: in an offering registered with the SEC under the Securities Act that is not a directed offering;
•: in response to a tender or exchange offer commenced by a third party or by New CF, provided that with respect to an unsolicited tender or exchange offer commenced by a third party, such transfer shall be permitted only if (A) such tender or exchange offer includes an irrevocable minimum tender condition of no less than three quarters of the then-outstanding shares of ordinary shares, and (B) as of the expiration of such offer (x) no shareholder rights plan or analogous "poison pill" of New CF is in effect or (y) the board of New CF has affirmatively publicly recommended to New CF's shareholders that such shareholders tender into such offer, and has not publicly withdrawn or changed such recommendation;
•: to any permitted transferee (as defined below); provided that, prior to any such transfer, such permitted transferee (if other than New CF) agrees in writing to acquire and hold such transferred shares subject to the shareholders' agreement as if such permitted transferee were a party thereunder; and
•: with respect to the S shareholders only, (A) to a charitable institution for philanthropic purposes, provided that, prior to any such transfer, such transferee agrees in writing to be bound by the terms of the shareholders' agreement, (B) pursuant to the terms of any trust or will of such S shareholder or by the laws of intestate succession, or (C) solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any options, warrants or other rights.

"Permitted transferee" means New CF or any direct or indirect wholly-owned subsidiary or controlled affiliate of OCI or any S shareholder, and in the case of OCI, any shareholder of OCI who receives voting securities pursuant to a pro rata distribution by OCI after completion of the combination, and in the case of an S shareholder, (A) an S family member (as defined in the shareholders' agreement), (B) a family trust, or (C) any direct or indirect wholly-owned subsidiary or controlled affiliate of the foregoing.

Termination of Transfer Restrictions

The transfer restrictions described under "Transfer Restrictions" will be in effect for so long as the S shareholders, in the aggregate, beneficially own voting securities representing at least 5% of the total outstanding voting securities of New CF.

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Freedom to Pursue Opportunities

The parties agreed that: (A) OCI and each of the S shareholders and their affiliates, which are collectively referred to in this document as the shareholder affiliated persons, have the right to, and will have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as New CF or any of its subsidiaries, including those deemed to be competing with the company or any of its subsidiaries, and (B) in the event that a shareholder affiliated person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for each of New CF and such shareholder affiliated person, will have no duty (contractual or otherwise) to communicate or present such corporate opportunity to New CF or any of its subsidiaries and will not be liable to New CF or its affiliates or its shareholders for failure to present such corporate opportunity or because such shareholder affiliated person pursued such opportunity.

Termination

Subject to certain terms that survive termination, the shareholders' agreement will terminate with immediate effect upon the earlier of (A) the date that is one year after the first date on which the S shareholders, in the aggregate, cease to beneficially own securities representing at least 5% of the outstanding voting securities of New CF; and (B) the date, not less than five years after August 6, 2015, that New CF elects to terminate the shareholders' agreement by giving written notice to the shareholders.

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REGISTRATION RIGHTS AGREEMENTS

The following is a summary of the material provisions of the forms of registration rights agreement included as Exhibits D and E to the combination agreement. A copy of the combination agreement is attached to this document as Annex A and is incorporated by reference into this document. This summary may not contain all of the information about each form of registration rights agreement that is important to you. We encourage you to read carefully each form of registration rights agreement in its entirety, as the combination agreement contemplates that the registration rights agreements to be entered into upon the closing of the combination by the respective parties thereto will be substantially in the form of such forms. The rights and obligations of the parties thereto will be governed by the express terms of the applicable registration rights agreement and not by this summary or any other information contained in this document.

The combination agreement provides for New CF, upon the closing of the combination, to enter into a registration rights agreement, which is referred to in this document as the shareholder registration rights agreement, with the S shareholders substantially in the form of Exhibit E to the combination agreement and to enter into a registration rights agreement, which is referred to in this document as the OCI registration rights agreement, with OCI substantially in the form of Exhibit D to the combination agreement. In this section, we refer to the OCI entities that will hold the New CF ordinary shares that are beneficially owned by OCI as OCI, and we refer to the shareholder registration rights agreement and the OCI registration rights agreement together as the registration rights agreements.

Under the shareholder registration rights agreement, the S shareholders will be entitled, and under the OCI registration rights agreement, OCI will be entitled, to specified demand registration rights, piggyback registration rights and shelf registration rights following the completion of the merger, in each case, subject to specified limitations and requirements, pursuant to which OCI and the S shareholders may require New CF to register under the Securities Act specified registrable New CF ordinary shares held by them for resale. Under the shareholder registration rights agreement, subject to specified exceptions, registrable shares will include the New CF ordinary shares to be received by the S shareholders in connection with the consummation of the combination or acquired by the S shareholders thereafter. Pursuant to the applicable registration rights agreement and subject to the limitations and requirements set forth therein, the S shareholders are entitled to request three demand registrations and three shelf registrations and OCI is entitled to request three demand registrations and two shelf registrations. Under the OCI registration rights agreement, subject to specified exceptions, registrable shares will include the New CF ordinary shares OCI receives in connection with the consummation of the combination and does not distribute to its shareholders and any New CF ordinary shares acquired by OCI as a result of New CF's exercise of the call option described under "Firewater One Term Sheet—Transfer Restrictions and Exit Provisions—Call Option."

The registration rights under the shareholder registration rights agreement terminate on the first date on which the S shareholders hold less than 5% of the outstanding voting securities of New CF and are able to sell their remaining shares under Rule 144 under the Securities Act without regard to the volume, manner of sale or filing requirements of such rule. The registration rights under the OCI registration rights agreement terminate on the first date on which OCI holds registrable shares representing less than 1% of the outstanding voting securities of New CF and is able to sell its remaining registrable shares under Rule 144 under the Securities Act without regard to the volume, manner of sale or filing requirements of such rule. Notwithstanding such termination, the registration rights of OCI under the OCI registration rights agreement revive if OCI, upon receipt of registrable shares as a result of New CF's exercise of its call option under the Firewater One shareholders' agreement, either (i) as a result of the receipt of such registrable shares, holds registrable shares representing 1% or more of the outstanding voting securities of New CF or (ii) is unable to sell its registrable shares under Rule 144 under the Securities Act without regard to the volume, manner of sale and filing requirements of such rule.

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Under each of the registration rights agreements, New CF may delay or suspend its obligations to file or maintain the effectiveness of a registration statement for up to ninety days in the case of any single delay or suspension (subject to a limit of 120 days for all delays and suspensions within any 12-month period and a limit of 90 days for all delays and suspensions in the 12-month period commencing on the closing date) in the event that New CF determines in good faith that its obligation to file or maintain effective a registration statement would require New CF to make a public disclosure of material non-public information that would materially impact New CF or materially impede, delay or interfere with New CF's ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction.

Under each of the registration rights agreements, except as otherwise provided in the applicable registration rights agreement (i) all expenses incidental to New CF's performance of or compliance with the registration rights agreement, including registration and filing fees and fees and disbursements of New CF's counsel and of all independent certified public accountants and other experts retained by New CF, will be borne by New CF, (ii) all selling expenses, comprising underwriting discounts, selling commissions and transfer taxes and fees and disbursements of counsel and any other advisers or agents of the applicable selling shareholders incurred in connection with the offering of any registrable shares, will be borne by the applicable selling shareholders and (iii) all expenses incurred in connection with any "road shows" will be borne in equal proportion by the applicable selling shareholders and New CF.

Each of the registration rights agreements will provide that, in the case of each offering of registrable shares made pursuant to the registration rights thereunder, New CF will indemnify each selling shareholder and its directors, officers and specified control persons from, among other things, claims arising out of an untrue statement or omission of a material fact in any registration statement or prospectus or any violation by New CF of the Securities Act, the Exchange Act or any state securities law in connection with such offering, except to the extent the claims arise out of or are based upon an untrue statement or omission contained in any registration statement or prospectus made by New CF in reliance upon and in conformity with information furnished in writing by such shareholder or any of its representatives expressly for use therein. The applicable selling shareholder will indemnify New CF and its directors and officers and specified control persons for any such claims to such extent.

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NATGASOLINE JOINT VENTURE

The following is a summary of the material provisions of the Natgasoline joint venture, as set forth on the Firewater One term sheet to which CF Holdings and OCI have agreed, which is referred to in this document as the term sheet. A copy of the term sheet is attached to this document as Annex C and is incorporated by reference into this document. The parties are in the process of documenting the final shareholders' agreement for the Natgasoline joint venture. This summary of the Natgasoline joint venture may not contain all of the information about the Natgasoline joint venture that is important to you and may not contain all the information that will be reflected in the final shareholders' agreement. We encourage you to read carefully the term sheet in its entirety, as the rights and obligations of OCI and CF Holdings will be governed by the express terms of the term sheet, as reflected in the final shareholders' agreement, among others, and not by this summary or any other information contained in this document.

General

In connection with the combination agreement, CF Holdings or its designee will enter into a joint venture with OCI for the development and operation of the Natgasoline methanol production facility in Beaumont, Texas. The terms of the joint venture will be governed by a shareholders' agreement, which is referred to in this document as the final shareholders' agreement, which will contain the provisions set forth in the term sheet, among others, to be entered into between CF Holdings or its designee and OCI regarding CF Holdings' (or its designee) purchase of a 45% interest of equity in Firewater One. Firewater One in turn indirectly owns 100% of Natgasoline LLC, a Delaware limited liability company, which is referred to in this document as Natgasoline and, together with all direct and indirect subsidiaries of Firewater One, the group, and each a group company, that is developing the methanol production facility in Beaumont, Texas. The consideration for the purchase of the equity interest is $517.5 million in cash.

Project Funding

The Natgasoline construction project is expected to cost approximately $2.1 billion, of which approximately $665 million will be equity funded by OCI and a maximum of $1.4 billion will be non-recourse project financing, which is referred to in this document as the project financing. Any project funding required for the Natgasoline facility to achieve substantial completion in excess of the initial $2.1 billion funding will be for OCI's sole account. OCI shall fund such amount as a contribution in respect of its equity in Firewater One, and there will be no dilution to CF Holdings' equity in connection with any such required additional funding. The parties have agreed to cooperate in good faith so that the terms and conditions of the final shareholders' agreement will not conflict with the applicable terms and conditions of the project financing.

Conditions

Each party's obligation to consummate the Natgasoline joint venture is subject to the satisfaction or waiver of certain conditions. See "Combination Agreement—Conditions to the Natgasoline Joint Venture." As of December 23, 2015, the additional conditions to the Natgasoline joint venture had yet not been satisfied.

Distributions

Firewater One will make pro rata distributions of the group's free cash to its members on a regular basis, subject to reserves approved through the annual budget process and except as prohibited by terms of the project financing or applicable law. Appropriate provision will also be made for tax distributions.

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Operations and Management Agreement

Natgasoline and CF Holdings will negotiate in good faith to enter into an operations and maintenance agreement, pursuant to which CF Holdings (or an affiliate of CF Holdings) will provide operation and maintenance services for Natgasoline, on market terms and conditions reasonably satisfactory to CF Holdings and OCI, including that pricing for such services shall be at cost plus a 7.5% mark-up. OCI may terminate the operations and maintenance agreement upon 12 months' notice if CF Holdings does not exercise its call option (as described in more detail below under the section entitled "—Transfer Restrictions and Exit Provisions—Call Option").

Governance

Board Composition

Each of OCI and CF Holdings will be entitled to designate a number of board members proportionate to its percentage ownership. The initial size of the board will be seven directors, of which four directors will be OCI designees and three directors will be CF Holdings designees.

Management

CF Holdings, under the operations and management agreement, shall be responsible for the day-to-day operation of the business. The initial management team will be mutually agreed upon by OCI and CF Holdings prior to the consummation of the transaction. The board will have the power to elect and remove officers, subject to the supermajority consent right on election and removal of the CEO and CFO, as noted below under "—Approval Rights".

Approval Rights

All matters with respect to Firewater One and the other group companies (including Natgasoline) will be determined by majority vote of the board (or delegated by majority vote of the board to the officers of Natgasoline), except, for so long as CF Holdings owns a 25% or more interest in Firewater One, the following matters, among others, will be subject to a supermajority requirement:

•: amendment to governing documents of any group company;
•: change to the number of board members of Firewater One;
•: capital calls or acceptance of additional capital from any member (other than certain funding obligations pertaining to OCI);
•: approval of the annual budget;
•: amendments to the Natgasoline project's engineering, procurement and construction contract (other than amendments not approved by the independent engineer and in excess of certain amounts);
•: change to any group company's business plan or purposes, or the cessation of any business activity;
•: entry into merger, sale or joint venture agreements;
•: creation of indebtedness more than $10 million annually in the aggregate;
•: election and removal of the CEO and CFO;
•: transactions with affiliates of related parties (other than expenses pursuant to the Natgasoline project's engineering, procurement and construction contract);
•: removing, replacing or appointing auditors or materially changing accounting policies; and

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•: settlement of material litigation or claims.

Transfer Restrictions and Exit Provisions

Subject to the call option (as discussed below), until the later of (A) August 6, 2018 and (B) twelve months from satisfaction of all conditions required for substantial completion of the construction on the Natgasoline project, which is referred to in this document as the blackout period, neither OCI nor CF Holdings may, directly or indirectly, transfer its interests in Firewater One except by mutual consent or to a wholly-owned subsidiary or in connection with a sale of OCI or, in the case of CF Holdings, to New CF.

Call Option

During the blackout period, a call option gives CF Holdings the right to acquire OCI's entire interest in Firewater One for a purchase price equal to $632.5 million, which is referred to in this document as the call option purchase price, in cash or New CF ordinary shares, at CF Holdings' option, subject to certain limitations; provided, that the call option purchase price will escalate on a daily pro rata basis calculated using a compound interest rate of 10% per annum from the date of execution of the combination agreement.

However, if both parties mutually agree to develop a certain land parcel at the project site prior to the exercise of the call option, then such land will not be included in the call option. Upon the expiration of the blackout period, and if (A) both parties have not mutually agreed to develop the land, and (B) CF Holdings has not exercised its call option, OCI may purchase CF Holdings' equity interest in the land for nominal consideration.

Exit Rights

After the blackout period, either party may transfer all or part of such party's interest in Firewater One, subject to the restrictions described below; provided that, in the event that a party desires to transfer less than all of such party's interest in Firewater One, such party agrees to give the other party reasonable advance notice of such proposed transfer.

Either party will have the right to transfer its shares to an unaffiliated third party for cash consideration, subject to a customary right of first refusal in favor of the other party.

OCI will have a customary drag-along right with respect to any cash disposition of all of its interest in Firewater One to an unaffiliated third party.

CF Holdings and OCI will have customary tag-along rights on any sale of any of the other party's interest in Firewater One to an unaffiliated third party.

Non-Solicitation

So long as OCI and CF Holdings each owns, directly or indirectly, equity interests in Firewater One and for one year thereafter, none of OCI, CF Holdings or their respective controlled affiliates will solicit or hire any of a group company's employees (subject to customary exceptions) without the agreement of OCI and CF Holdings.

Independent Activities

Each party and their respective affiliates may engage in, or own an interest in, any other entity that conducts or competes with, any business the same as or similar to the business of the group, and neither any group company nor the other party shall have any right to the profits therefrom or other claims with respect thereto.

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IRREVOCABLE UNDERTAKINGS

The following is a summary of the material provisions of each irrevocable undertaking (and in the case of the Capricorn irrevocable undertaking, as amended). Copies of the Leo and Aquarius irrevocable undertakings and the Capricorn irrevocable undertaking, as amended, are attached to this document in Annex D and are incorporated by reference into this document. This summary may not contain all of the information about each irrevocable undertaking that is important to you. We encourage you to read carefully each irrevocable undertaking in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the irrevocable undertaking and not by this summary or any other information contained in this document. See the section entitled "Ordinary Share Ownership Of Certain Beneficial Owners Of OCI" for additional information on the S shareholders and their relationships to each other and OCI.

General

In connection with the combination agreement, CF Holdings and OCI have entered into an irrevocable undertaking with each of the S shareholders. Collectively, the S shareholders (Capricorn, Leo and Aquarius) own approximately 51.7% of OCI as of November 30, 2015. Pursuant to each irrevocable undertaking, each S shareholder will (i) vote, or cause to be voted, in favor of resolutions that are necessary to approve the transactions contemplated by the combination agreement and (ii) not take any action which would reasonably be expected to prejudice or frustrate successful consummation of the combination.

Pursuant to a letter dated as of December 20, 2015, each S shareholder confirmed that any references in the irrevocable undertaking to the combination agreement as amended shall be to the combination agreement as amended by the second amendment to combination agreement.

Representations and Warranties

Each S shareholder has made representations and warranties to CF Holdings and OCI regarding:

•: corporate formation;
•: ownership and voting rights regarding OCI ordinary shares; and
•: authority to enter into the irrevocable undertaking.

Irrevocable Undertaking

Each S shareholder has agreed to vote its OCI ordinary shares in the following manner:

•: each S shareholder will not contribute to the passing of resolutions or take any action which would reasonably be expected to prejudice or frustrate successful consummation of the transactions contemplated by the combination agreement;
•: each S shareholder will vote or cause to be voted in favor of resolutions that are necessary to approve the transactions contemplated by the combination agreement proposed to any general meeting of the shareholders of OCI; and
•: each S shareholder will not enter any voting agreement or voting trust that is inconsistent with the irrevocable undertaking or to grant a proxy, consent or power of attorney that is inconsistent with the irrevocable undertaking.

Nothing in each irrevocable undertaking limits the right of any S shareholder to vote in favor of, against or abstain with respect to any matter presented to OCI shareholders, except as explicitly set forth in each irrevocable undertaking. Furthermore, nothing in the irrevocable undertakings limit any

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director of OCI affiliated with an S shareholder from exercising his fiduciary duties in such capacity as an OCI director.

Lock-up and Standstill

Each S shareholder has agreed not, directly or indirectly, during the term of the undertaking to:

•: dispose of or agree to dispose of OCI ordinary shares, other than (i) any transfer to an affiliate or permitted transferee (as defined in the shareholders' agreement) of such S shareholder, or to any other S shareholder, but only if, in either case, prior to the effectiveness of such transfer, the transferee agrees in writing to be bound by the applicable terms of the irrevocable undertaking, (ii) the exercise or conversion of any options, warrants, convertible bonds or other rights to purchase or acquire shares in OCI, including any net settlement in connection therewith, (iii) a transfer pursuant to the terms of any trust or will of such S shareholder or by the laws of intestate succession, (iv) a transfer solely in connection with the payment of the exercise price and/or the satisfaction of any tax withholding obligations arising from the exercise of any options, warrants or other rights or (v) in the case of Capricorn only, certain transfers pursuant to a certain securities lending agreement;
•: make any proposal or offer to, or obtain voting proxies from third parties with respect to the ordinary shares or other securities of OCI (other than the solicitation of proxies by Mr. Nassef Sawiris in his capacity as a director and officer of OCI); or
•: solicit any third party to bring about any acquisition proposal for OCI.

Termination

Each irrevocable undertaking will terminate upon the earliest to occur of:

•: the written agreement of CF Holdings, OCI and the applicable S shareholder to terminate the relevant irrevocable undertaking;
•: the termination of the combination agreement in compliance with the terms thereof;
•: entry, without the prior written consent of all the S shareholders, into any amendment of the combination agreement or waiver of rights thereunder, in connection with a request by CF Holdings, that results in a material change in the composition of the consideration to be received by OCI and its shareholders under the combination agreement, a material extension of the end date under the combination agreement or which is otherwise adverse to the S shareholders; or
•: the occurrence of the closing.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Upon the consummation of the combination, New CF expects that its consolidated indebtedness would include approximately $5.6 billion of existing senior notes issued by CF Industries; new indebtedness of approximately $1.0 billion, consisting of borrowings under the bridge credit agreement (or alternative financing arranged prior to the closing) that would be incurred to fund cash requirements in connection with the consummation of the combination; indebtedness under any of the convertible bonds assumed by New CF in connection with the combination; and approximately $1.2 billion of existing secured project finance indebtedness relating to the ENA business, consisting of a loan from the Iowa Finance Authority to OCI's subsidiary Iowa Fertilizer Company LLC, which is referred to in this document as IFCo, which would become an indirect wholly-owned subsidiary of New CF upon the consummation of the combination. Descriptions of the material terms of the convertible bonds and the project finance indebtedness are set forth below under "—OCI Convertible Bonds" and "—Iowa Fertilizer Company LLC Loan from the Iowa Finance Authority," respectively.

In addition, upon the consummation of the combination the bridge credit agreement provides for borrowings of up to $1.3 billion for general corporate purposes, and CF Holdings' amended credit agreement, under which New CF would become a borrower upon consummation of the combination, provides for up to $2.0 billion of borrowings for general corporate purposes. A description of the bridge credit agreement and the amended credit agreement appears under "The Combination—Financing Related to the Combination."

OCI Convertible Bonds

On September 25, 2013, OCI N.V. issued €339,000,000 aggregate principal amount of 3.875% Convertible Bonds due 2018, which is referred to in this document as the convertible bonds. The following description of the convertible bonds is not complete and is qualified in all respects by reference to the terms of the trust deed governing the convertible bonds, which is referred to in this document as the trust deed. The trust deed, dated September 25, 2013, between OCI and BNY Mellon Corporate Trustee Services Limited, as trustee, which is referred to in this document as the convertible bond trustee, is filed as an exhibit to the registration statement of which this document is a part and incorporated by reference herein.

Under the combination agreement, OCI has agreed to use commercially reasonable efforts to make an offer to the holders of the convertible bonds designed to incentivize holders of convertible bonds to exercise their conversion rights prior to the time of the distribution, although such offer need not be commenced prior to the time that is reasonably proximate to the anticipated closing date.

The convertible bonds bear interest at a rate of 3.875% per annum calculated by reference to the principal amount thereof, payable semi-annually in arrears in equal installments on March 25 and September 25 in each year, and have a final maturity date of September 25, 2018. The convertible bonds constitute unsubordinated obligations of the issuer and, subject to any obligations required to be preferred by applicable law, rank equally in right of payment with other unsubordinated obligations of the issuer from time to time outstanding.

Pursuant to the terms and conditions of the convertible bonds, which are included in the trust deed as Schedule 1 thereto and which is referred to in this document as the conditions, each €100,000 principal amount of convertible bonds may be converted at the option of the holder thereof into the number of fully paid ordinary shares of the issuer determined by dividing the principal amount of the applicable convertible bonds by the conversion price in effect on the relevant conversion date (and, where necessary, rounding down to the nearest whole number of ordinary shares). The conversion price, which was initially €34.45 per ordinary share, is subject to adjustment from time to time upon the occurrence of specified events, including, but not limited to, consolidations, reclassifications or subdivisions affecting the issuer's ordinary shares; specified issuances of fully paid ordinary shares by

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the issuer by way of capitalization of profits or reserves; specified dividends and distributions with respect to, or specified repurchases of, the issuer's ordinary shares; specified issuances of ordinary shares of the issuer or of rights, or securities carrying rights, to acquire ordinary shares of the issuer; specified modifications of the terms of securities carrying rights of conversion into, or exchange or subscription for, or other rights to purchase or acquire, ordinary shares of the issuer; specified offerings of securities to holders of the issuer's ordinary shares as a class; and determination by an independent adviser appointed in accordance with the conditions if the issuer, after consultation with the calculation agent, has determined that an adjustment should be made to the conversion price as a result of other circumstances. On the date of this document, the conversion price of the convertible bonds was €28.4690 per ordinary share.

The conversion price is also subject to adjustment during a specified period following a change of control (as defined in the conditions). The transactions contemplated under the combination agreement will not be treated as a change of control under the conditions.

In addition, the conversion feature of the convertible bonds will be subject to adjustment in the event of any consolidation, amalgamation or merger of the issuer with any other corporation if the issuer is not the continuing corporation or in the event of any sale or transfer of all, or substantially all, of the assets of the issuer to another entity, which is referred to in this document as the successor in business. Upon the occurrence of such circumstances, the issuer is required to take steps to ensure (i) that the convertible bonds would become convertible into the class and amount of securities or other property receivable in such transaction by a holder of the number of the issuer's ordinary shares into which such convertible bonds were convertible immediately prior to such transaction or (ii) in the case of a sale or transfer of all or substantially all of the assets of the issuer in which securities or other property are not receivable by holders of the issuer's ordinary shares, that the convertible bonds would become convertible into such securities and property of the successor in business on such basis and with a conversion price (subject to adjustment as provided in the conditions) as determined in good faith by an independent adviser appointed in accordance with the conditions. Pursuant to the conditions, any determination of such independent adviser will be final and binding on all bondholders and the parties to the trust deed, save in the case of manifest error. In the event of an adjustment described above, the convertible bond trustee may, without the consent of bondholders, agree to the substitution of the successor in business in place of the issuer as the principal debtor under the trust deed and the bonds, subject to the satisfaction of specified conditions.

The combination agreement reflects the parties' expectation that the transactions under the combination agreement will result in an adjustment described in clause (ii) in the immediately preceding paragraph. Accordingly, the combination agreement provides that New CF would, in accordance with the trust deed and the conditions, be substituted for OCI as the issuer of the convertible bonds to the extent that any convertible bonds remain outstanding upon consummation of the combination. OCI will appoint an independent adviser in accordance with the conditions to determine the basis on which, and the conversion price at which, the convertible bonds will be convertible for securities and property of New CF (expected to be New CF ordinary shares).

Conversion rights with respect to convertible bonds are exercisable at any time, subject to specified exceptions, at the option of each bondholder until the close of business on the date falling seven calendar days prior to the final maturity date (both days inclusive) or, if the convertible bonds are to be redeemed by the issuer prior to the final maturity date under the circumstances described in either of the two immediately-following paragraphs, the date falling seven calendar days before the date fixed for redemption (both days inclusive).

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The issuer may, subject to giving notice as required by the conditions, redeem all, but not less than all, of the convertible bonds at a price equal to their principal amount plus accrued but unpaid interest to (but excluding) the redemption date specified in the notice of redemption:

•: at any time on or after October 11, 2016, if the parity value of the convertible bonds (the value of the number of ordinary shares for which the convertible bonds are convertible, determined as specified in the conditions) on each of at least 20 trading days on the relevant stock exchange in any period of 30 consecutive trading days ending not earlier than 10 trading days prior to the giving of the relevant notice of redemption has equaled or exceeded 130% of the principal amount of the convertible bonds; or
•: at any time if 85% or more of the convertible bonds originally issued have been converted, purchased and cancelled or redeemed.

In addition, the issuer has the right at any time, subject to giving requisite notice and delivering to the convertible bond trustee specified certificates and opinions, to redeem all, but not less than all, of the convertible bonds at a price equal to their principal amount plus accrued but unpaid interest to (but excluding) the redemption date specified in the notice of redemption if the issuer has or will become obligated to pay additional amounts with respect to the convertible bonds pursuant to the conditions as a result of specified changes in tax laws or regulations, and such obligation cannot be avoided by the issuer taking reasonable measures available to it. If the issuer exercises this redemption right, each holder of convertible bonds will have the right to elect that its convertible bonds will not be so redeemed and that the provisions of the conditions requiring payment of additional amounts will not apply to its convertible bonds after the applicable redemption date.

Following a change of control, as defined in the conditions, or a de-listing or suspension of trading of the issuer's ordinary shares constituting a de-listing event, as defined in the conditions, each holder of a convertible bond will have the right to require the issuer to redeem that convertible bond on the relevant put date determined as specified in the conditions at a redemption price equal to its principal amount plus accrued and unpaid interest up to (but excluding) that date.

The conditions include affirmative and negative covenants, including, among other things, limitations on the issuer's ability to issue or pay up any securities or modify rights attaching to its ordinary shares, limitations on the issuer's and its subsidiaries' ability to have liens on their assets securing debt securities other than the convertible bonds, unless the convertible bonds are equally and ratably secured, and requirements with respect to listing of the issuer's ordinary shares and the convertible bonds on applicable securities exchanges, in each case, subject to specified exceptions.

The conditions contain events of default customary for issuances of convertible debt securities (subject to applicable grace periods, thresholds and exceptions), including, but not limited to, failure to make payments of principal, interest or other amounts on the convertible bonds when due; failure to issue and deliver ordinary shares upon any exercise of conversion rights with respect to convertible bonds; failure to perform or observe any other obligations under the trust deed or the convertible bonds; a payment default by the issuer or any of its principal subsidiaries under, or other default giving rise to acceleration of, indebtedness other than the convertible bonds; judgments against or enforcements of liens on assets of the issuer or its principal subsidiaries; specified events of insolvency or dissolution involving the issuer or any of its principal subsidiaries; and the occurrence of any event which under the laws of any relevant jurisdiction has an analogous effect to any of the events described in the preceding portion of this sentence; provided that, in relation to certain of the events described in the preceding portion of this sentence, the convertible bond trustee shall have certified to the issuer that in its opinion such event is materially prejudicial to the interests of the bondholders. If any event of default occurs and is continuing, the convertible bond trustee may, and if requested by the holders of at least one-quarter in principal amount of the convertible bonds then outstanding or by an extraordinary resolution of the bondholders in accordance with the trust deed would be required to,

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give notice to the issuer that the convertible bonds are (and the convertible bonds would then immediately become) due and repayable at their principal amount together with accrued interest.

The foregoing description of the convertible bonds, the trust deed and the conditions is qualified in its entirety by reference to the full text of the trust deed, which includes the conditions and forms of certificates representing the convertible bonds, filed as Exhibit 4.1 to the registration statement of which this document is a part and incorporated by reference herein.

Iowa Fertilizer Company LLC Loan from the Iowa Finance Authority

IFCo, an indirect subsidiary of OCI that is developing the Wever facility, would become an indirect wholly-owned subsidiary of New CF upon consummation of the combination. IFCo's outstanding indebtedness includes a $1,184,660,000 loan, which is referred to in this document as the IFCo loan, from the Iowa Finance Authority, a public instrumentality and agency of the State of Iowa, which is referred to in this document as the IFCo bond issuer, obtained for the financing or refinancing of a portion of the costs and expenses incurred in connection with the design, construction, commissioning and financing of the Wever facility.

On May 15, 2013, the IFCo bond issuer issued $1,184,660,000 aggregate principal amount of Iowa Finance Authority Midwestern Disaster Area Revenue Bonds (Iowa Fertilizer Company Project), Series 2013, which are referred to in this document as the series 2013 bonds, pursuant to the Indenture, dated as of May 1, 2013 (as amended, which is referred to in this document as the IFCo bond indenture), between the IFCo bond issuer and UMB Bank, N.A. (successor to Citibank, N.A.) as trustee, which is referred to in this document as the IFCo bond trustee. The series 2013 bonds were issued in three tranches: (i) $390,020,000 aggregate principal amount of 5% Term Bonds due December 1, 2019, (ii) $365,675,000 aggregate principal amount of 5.5% Term Bonds due December 1, 2022 and (iii) $428,965,000 aggregate principal amount of 5.25% Term Bonds due December 1, 2025. Interest on the bonds is payable semi-annually on June 1 and December 1 of each year.

The series 2013 bonds were issued to refund the IFCo bond issuer's Iowa Finance Authority Midwestern Disaster Area Revenue Bonds (Iowa Fertilizer Company Project), Series 2012, which are referred to in this document as the series 2012 bonds. The series 2012 bonds were issued to, among other things, finance or refinance a portion of the costs of the acquisition of land and the construction and equipping of the Wever facility; capitalized interest; and a contribution to a debt service reserve fund securing repayment of a portion of IFCo's debt. The IFCo bond issuer loaned the proceeds from the issuance of the series 2013 bonds to IFCo pursuant to the bond financing agreement, dated as of May 1, 2013, which is referred to in this document as the financing agreement, between the IFCo bond issuer and IFCo. IFCo issued a promissory note, dated May 15, 2013, to the IFCo bond issuer in the principal amount of $1,184,660,000 to evidence IFCo's obligations under the financing agreement.

The financing agreement requires that IFCo make payments to the IFCo bond issuer in such amounts and at such times as are sufficient to pay, when due, the principal or redemption price of, and interest on, the series 2013 bonds as provided in the IFCo bond indenture. Pursuant to the IFCo bond indenture, the IFCo bond issuer has assigned its rights under the financing agreement (with certain reservations), including the right to receive financing payments and other amounts due thereunder, to the IFCo bond trustee to secure the payment of the series 2013 bonds. IFCo's obligation to repay the IFCo loan is secured by a collateral assignment of and the grant of a lien on and security interest in all of the personal property in which IFCo has an interest, subject to specified exceptions, and the membership interests in IFCo. IFCo's repayment obligations are further secured by a mortgage on, and security interest in, the Wever facility's real property and improvements, fixtures and equipment thereon.

The Collateral Agency and Account Agreement, dated as of May 1, 2013, as amended, which is referred to in this document as the collateral agreement, between IFCo and UMB Bank, N.A.

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(successor to Citibank, N.A.), as collateral agent, which is referred to in this document as the collateral agent, establishes funds and accounts in the name of the collateral agent for the deposit of funds received by IFCo. Upon the Wever facility's operations date (defined as the earlier of (i) the date upon which provisional acceptance of the Wever facility has been achieved under the engineering, procurement and construction contract, or (ii) so long as mechanical completion of the Wever facility has been achieved under the engineering, procurement and construction contract, November 15, 2016), all revenues, subject to specified exceptions, are required to be deposited in the revenue fund held by the collateral agent. Upon the instructions of IFCo (as and to the extent required by the collateral agreement), the collateral agent is required to make withdrawals, transfers and payments from the revenue fund in the amounts, at the times, for the purposes and in the order of priority set forth in the collateral agreement.

The series 2013 bonds are subject to mandatory sinking fund redemption in designated aggregate principal amounts (as described below) prior to their maturity. The amount of each sinking fund installment due on a specified date is equal to 100% of the principal amount of the series 2013 bonds scheduled for redemption on such date, plus accrued interest thereon.

The series 2013 bonds due December 1, 2019 are subject to sinking fund redemption as follows:

Date	Principal Amount

June 1, 2016	$	28,815,000
December 1, 2016		47,860,000
June 1, 2017		49,055,000
December 1, 2017		50,280,000
June 1, 2018		51,540,000
December 1, 2018		52,825,000
June 1, 2019		54,145,000
December 1, 2019		55,500,000

The series 2013 bonds due on December 1, 2022 are subject to sinking fund redemption as follows:

Date	Principal Amount

June 1, 2020	$	56,890,000
December 1, 2020		58,455,000
June 1, 2021		60,060,000
December 1, 2021		61,710,000
June 1, 2022		63,410,000
December 1, 2022		65,150,000

The series 2013 bonds due on December 1, 2025 are subject to sinking fund redemption as follows:

Date	Principal Amount

June 1, 2023	$	66,945,000
December 1, 2023		68,700,000
June 1, 2024		70,505,000
December 1, 2024		72,355,000
June 1, 2025		74,255,000
December 1, 2025		76,205,000

At any point IFCo may, on behalf of the IFCo bond issuer, in whole or in part redeem any portion of the series 2013 bonds at a specified make-whole redemption price plus accrued interest to the

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redemption date. On and after December 1, 2018, IFCo may, on behalf of the IFCo bond issuer, in whole or in part redeem any portion of the series 2013 bonds maturing on December 1, 2022 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the date fixed for redemption. On and after December 1, 2023, IFCo may, on behalf of the IFCo bond issuer, in whole or in part redeem any portion of the series 2013 bonds maturing on December 1, 2025 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the date fixed for redemption.

The series 2013 bonds are subject to extraordinary mandatory redemption by IFCo on behalf of the IFCo bond issuer in the event of a loss at the Wever facility that results in the determination by IFCo that it is unable to restore the facility to commercially reasonable operations.

The financing agreement contains various covenants of IFCo, including, but not limited to, granting access to the Wever facility to the IFCo bond issuer and the IFCo bond trustee; maintaining its legal existence; obtaining required governmental approvals; keeping, operating and maintaining the Wever facility in good working order and condition; paying and discharging all taxes and other assessments and governmental charges; not taking any action that would adversely affect the tax-exempt status of the series 2013 bonds; enforcing and complying with contracts related to the Wever facility; preserving and maintaining security interests granted under collateral documents relating to the series 2013 bonds; maintaining insurance on the Wever facility; maintaining books of record; delivering specified financial information to the IFCo bond trustee; complying with disclosure requirements under the securities laws; preparing and submitting an annual budget to the IFCo bond trustee; and preparing and submitting an annual maintenance plan to the IFCo bond trustee. The financing agreement also contains various covenants that restrict or prohibit IFCo from, among other things, creating or incurring any liens (except for permitted liens under the financing agreement); incurring additional debt; selling, assigning or transferring assets; engaging in other businesses; merging, consolidating or liquidating; acquiring other entities; terminating certain contracts related to the Wever facility; declaring or paying dividends or distributions other than as permitted by the financing agreement and the collateral agency agreement; entering into certain affiliate transactions; and making investments in equity or debt securities.

The financing agreement provides for events of default (subject to applicable grace periods, thresholds and exceptions) including, but not limited to, failure by IFCo to make any required payment relating to the series 2013 bonds; a payment default under the IFCo bond indenture by the IFCo bond issuer; failure by IFCo to comply with covenants under the financing agreement or other documents relating to the series 2013 bonds; inaccuracy of any of IFCo's representations or warranties, under the financing agreement or other documents relating to the series 2013 bonds; default by IFCo under other debt resulting in the acceleration of maturity of such other debt; commencement of bankruptcy or similar proceedings with respect to IFCo; IFCo's abandonment of all or a substantial part of, or failure by IFCo to develop, construct, operate or maintain, the Wever facility; entry of a final money judgment against IFCo that remains unsatisfied and unstayed; the failure of applicable collateral documents to grant a lien on the collateral required to secure IFCo's obligations, the failure of such a lien to be perfected or the failure of specified documents relating to the series 2013 bonds to be in effect; occurrence of specified events with respect to employee benefit plans; use or withdrawal of funds from specified accounts other than as expressly permitted; failure to obtain specified governmental approvals; failure of specified contracts to be in effect; specified events involving the performance or status of contractors for the development of the Wever facility; and, prior to the second anniversary of the provisional acceptance date (as defined in the financing agreement), OCI Fertilizer International B.V. ceasing to own directly or indirectly at least 50.01% of the voting interest in IFCo or ceasing to control the management decisions of the managing member of IFCo.

Upon the occurrence of an event of default based on commencement of bankruptcy or similar proceedings with respect to IFCo, the unpaid balance of the amount payable under the financing

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agreement with respect to the series 2013 bonds (and any additional bonds issued under the IFCo bond indenture in connection with loans to IFCo) will be due and payable immediately. Upon the occurrence of any other event of default, upon the direction to the IFCo bond trustee of the holders of not less than a majority in aggregate principal amount of the outstanding series 2013 bonds (and any additional bonds issued under the IFCo bond indenture in connection with loans to IFCo), the IFCo bond trustee is required to accelerate and declare the unpaid balance of the amount payable under the financing agreement with respect to the series 2013 bonds (and any additional bonds issued under the IFCo bond indenture in connection with loans to IFCo) to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of the series 2013 bonds and any such additional bonds shall have been declared to be due and payable under the IFCo bond indenture. Upon the occurrence and continuance of an event of default, the series 2013 bonds will bear interest at a default rate equal to the otherwise-applicable rate plus 2.00% per annum.

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U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE COMBINATION

Scope of Discussion

The following discussion describes anticipated U.S. federal income tax consequences of the combination generally expected to be applicable to holders (as defined below) of CF Holdings common stock and OCI ordinary shares and the ownership and disposition of New CF ordinary shares after the combination.

The summary is based upon the existing provisions of the Code, applicable Treasury regulations, judicial authority, administrative rulings of the IRS effective as of the date hereof, and the U.S.-Netherlands Tax Treaty. These laws and authorities are subject to change, possibly with retroactive effect. Any such change, which may or may not be retroactive, could alter the tax consequences to the holders of CF Holdings common stock, OCI ordinary shares, and New CF ordinary shares as described in this document. The discussion below does not address any state, local or foreign or any U.S. federal tax consequences other than U.S. federal income tax consequences, such as estate and gift tax or Medicare contribution tax consequences. The tax treatment of the proposed transactions to U.S. holders will vary depending upon their particular situations. U.S. holders should consult their own tax advisors concerning the U.S. federal income tax consequences to them in light of their particular situation, as well as any consequences arising under the laws of any other taxing jurisdiction.

This discussion deals only with CF Holdings common stock and OCI ordinary shares held, and New CF ordinary shares received in the combination that will be held, as capital assets (generally, property held for investment). This discussion is intended only as a summary of the anticipated U.S. federal income tax consequences of the combination and does not purport to be a complete analysis or listing of all of the potential tax effects relevant to a decision on whether to approve the combination. In particular, this discussion does not deal with all U.S. federal income tax considerations that may be relevant to particular holders in light of their particular circumstances, such as holders who are banks, financial institutions, underwriters, insurance companies; real estate investment trusts and regulated investment companies; tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; persons holding shares through a partnership, limited liability, or other fiscally or tax transparent entity; dealers or traders in securities, commodities or currencies; grantor trusts; persons subject to the alternative minimum tax; persons whose "functional currency" is not the U.S. dollar; persons who received their CF Holdings common stock or OCI ordinary shares through the exercise of incentive stock options or through the issuance of restricted stock under an equity incentive plan or through a tax-qualified retirement plan; persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding CF Holdings common stock or OCI ordinary shares, or, after the combination, New CF ordinary shares; or holders holding CF Holdings common stock, OCI ordinary shares, or, after the combination, New CF ordinary shares as a position in a "straddle," as part of a "synthetic security" or "hedge," as part of a "conversion transaction" or other integrated investment, or as other than a capital asset.

As used in this document, the term "U.S. holder" means a beneficial owner of CF Holdings common stock, OCI ordinary shares, or New CF ordinary shares that is a citizen or individual resident of the United States, a corporation (or an entity taxed as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia, an estate whose income is subject to U.S. federal income tax regardless of its source; or a trust (i) if a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) that validly elects to be treated as a U.S. person for U.S. federal income tax purposes. The term "non-U.S. holder" means a beneficial owner of CF common stock, OCI ordinary shares, or New CF ordinary shares other than a U.S. holder.

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If a partnership (or entity treated as a partnership for U.S. federal income tax purposes) holds CF Holdings common stock, OCI ordinary shares, or New CF ordinary shares, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding CF Holdings common stock, OCI ordinary shares, or New CF ordinary shares should consult their tax own advisers with regard to the U.S. federal income tax consequences of the combination and the subsequent ownership and disposition of New CF ordinary shares.

U.S. Federal Income Tax Consequences of the Separation

In General

The obligations of OCI to consummate the transaction, including the separation, are conditioned upon the receipt by OCI of the opinion of Cleary to the effect that, under current U.S. federal income tax law, the separation should qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code. The opinion will be based upon specified assumptions, as well as statements, representations, and specified undertakings made by officers of OCI and New CF. These assumptions, statements, representations, and undertakings are expected to relate to, among other things, OCI's business reasons for engaging in the separation, the conduct of certain business activities by OCI and New CF, and the current plans and intentions of OCI and New CF to continue conducting those business activities and not to materially modify their ownership or capital structure following the separation. If any of those statements, representations, or assumptions is incorrect or untrue in any material respect, or any of those undertakings is not complied with, or if the facts upon which the opinion is based are materially different from the facts that prevail at the time of the separation, the conclusions reached in the opinion could be adversely affected.

Cleary has informed OCI that it expects to be able to render an opinion that, under current law and subject to the factual representations and assumptions described above, the separation should qualify for U.S. federal income tax purposes as a tax-free transaction to U.S. holders of OCI ordinary shares under Sections 355 and 368(a)(1)(D) of the Code. The legal authorities upon which the opinion of Cleary would be based are subject to change or differing interpretations at any time, possibly with retroactive effect. The opinion would not be binding on the IRS or any court, and there is a risk that the IRS may challenge the conclusions reached in the opinion and that a court may sustain such a challenge.

Except as otherwise noted, it is assumed for purposes of the following discussion that the separation will qualify as a tax-free transaction. Subject to the discussion below relating to the receipt of cash in lieu of fractional shares, if the separation qualifies as tax-free, then, for U.S. federal income tax purposes:

•: no gain or loss will be recognized by, and no amount will be includible in the income of, a U.S. holder of OCI ordinary shares solely as a result of the receipt of New CF ordinary shares in the separation;
•: a non-U.S. holder of OCI ordinary shares will not be subject to any U.S. federal gross income or withholding tax solely as a result of the receipt of New CF ordinary shares in the separation;
•: the holding period for New CF ordinary shares received by a U.S. holder in the separation will include the holding period for the OCI ordinary shares with respect to which the New CF ordinary shares is distributed;
•: the tax basis of the U.S. holders' OCI ordinary shares with respect to which New CF ordinary shares are distributed in the separation will be apportioned between the OCI ordinary shares and the New CF ordinary shares received in respect thereof, including any fractional New CF ordinary shares that are deemed to be received in respect thereof, in proportion to their respective fair market values at the time of the separation.

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Information regarding the determination of a U.S. holder's tax basis in its OCI ordinary shares and New CF ordinary shares, including information regarding the fair market values of OCI ordinary shares and New CF ordinary shares as of the date of the distribution, will be made available on OCI's website within 45 days following the date of the distribution in accordance with the applicable U.S. Treasury regulations. Holders who have acquired different blocks of OCI ordinary shares at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate tax basis among, and the holding period of, the New CF ordinary shares received with respect to such blocks of OCI ordinary shares.

If the separation does not qualify under Sections 355 and 368(a)(1)(D) of the Code, the above consequences would not apply and U.S. holders of OCI ordinary shares could be subject to tax. If the separation were taxable to U.S. holders of OCI ordinary shares, then each U.S. holder that received New CF ordinary shares in the separation would be treated as if the U.S. holder received a taxable distribution equal to the fair market value of the New CF ordinary shares received, which would be taxed (i) as a dividend to the extent of the U.S. holder's pro rata share of OCI's current and accumulated earnings and profits, then (ii) as a non-taxable return of capital to the extent of the U.S. holder's tax basis in the OCI ordinary shares with respect to which the distribution was made, and finally (iii) as capital gain with respect to the remaining value. OCI will have substantial earnings and profits for U.S. federal income tax purposes as a result of the separation, and accordingly, we expect, and U.S. holders should presume, that the entire amount of such taxable distribution would be treated as a dividend.

Any capital gains recognized by a U.S. holder on the receipt of New CF ordinary shares in the separation generally would be long-term capital gain if the holder's holding period in the OCI ordinary shares in respect of which such capital gains are realized exceeds one year at the time of the separation. Preferential tax rates may apply to long-term capital gain of a U.S. holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gain of a U.S. holder that is a corporation. The deductibility of capital losses is subject to limitations.

A non-U.S. holder would generally not be subject to U.S. federal income or withholding tax with respect to the distribution.

OCI will be required to withhold a Netherlands dividend tax of the amount, if any, by which the fair market value of the New CF ordinary shares that are distributed to OCI shareholders exceeds the paid-in capital of OCI that is recognized as capital for Netherlands tax purposes. In the event that OCI is required to withhold this tax in respect of the distribution, OCI will bear the cost of the tax on behalf of OCI shareholders. For more information about this withholding tax, see "—Netherlands Tax Consequences of the Combination for OCI, CF Holdings and New CF—Tax Consequences for OCI." The amount of this Netherlands dividend tax paid by OCI with respect to the New CF ordinary shares will generally be reported as ordinary dividend income to U.S. holders. However, the amount of this Netherlands dividend tax may be creditable against the U.S. Holder's U.S. federal income tax liability, subject to applicable limitations, some of which vary depending upon the U.S. holder's particular circumstances. For more information about the foreign tax credit rules, see the discussion in "U.S. Federal Income Tax Consequences to Holders of the Ownership and Disposition of New CF Ordinary Shares—U.S. Holders—Distributions on New CF Ordinary Shares."

Cash in Lieu of Fractional Shares

A U.S. holder of OCI ordinary shares that receives cash in lieu of a fractional share of New CF ordinary shares as a part of the separation generally will be treated as receiving such fractional share in the separation and then selling such fractional share for the amount of cash received. The sale will generally result in the U.S. holder recognizing capital gain or loss measured by the difference between

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the cash received for such fractional share and the holder's tax basis in the fractional share determined as described under "—In General," above.

Any capital gains recognized by a U.S. holder on the receipt of cash in lieu of a fractional share generally will be long-term capital gain if the holder's holding period in such shares exceeds one year at the time of the separation. Preferential tax rates may apply to long-term capital gain of a U.S. holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gain of a U.S. holder that is a corporation. The deductibility of capital losses is subject to limitations.

A non-U.S. holder would generally not be subject to U.S. federal income tax with respect to such a capital gain.

Information Reporting and Backup Withholding in the Separation

Except in the case of exempt holders, consideration (including cash in lieu of a fractional share of New CF ordinary shares) paid to a U.S. holder of OCI ordinary shares in the separation may be subject to U.S. information reporting requirements and may be subject to backup withholding unless the U.S. holder provides an accurate taxpayer identification number on a properly completed IRS Form W-9 (or appropriate successor form) and certifies that no loss of exemption from backup withholding has occurred. Non-U.S. holders may be required to comply with certification and identification procedures in order to establish an exemption from information reporting and backup withholding on such amounts. The amount of any backup withholding will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle the holder to a refund, provided that certain required information is timely furnished to the IRS.

Tax Consequences to New CF

New CF will not recognize any taxable gain or loss for U.S. federal income tax purposes on the separation.

Tax Consequences to OCI

OCI will not be subject to any U.S. federal income tax on the separation.

U.S. Federal Income Tax Consequences of the Merger

Tax Consequences to CF Holdings

In General

CF Holdings will not be subject to U.S. federal income tax on the merger; however, CF Holdings will continue to be subject to U.S. tax after the merger. CF Holdings (and its U.S. affiliates) may be subject to limitations on the utilization of certain tax attributes, as described below. In conjunction with the merger, New CF, CF Holdings, and their respective subsidiaries may engage in certain intercompany transactions. On September 22, 2014, and November 19, 2015, the IRS and the U.S. Department of the Treasury released the 2014 Notice and the 2015 Notice, respectively, in each case describing certain regulations they intend to promulgate under Section 7874 and certain other sections of the Code, which, when promulgated, would be effective for certain transactions completed on or after September 22, 2014, and November 19, 2015, respectively, such as the merger. Such regulations under the Notices would impose additional U.S. taxes on certain transactions involving the acquired U.S. corporation's controlled foreign subsidiaries. As a result, CF Holdings may recognize taxable income if New CF were to engage in transactions addressed by the Notices in connection with, or after completion of, the merger. Whether New CF engages in any such transactions will be determined in the future based on an assessment of the costs and benefits of engaging in such transactions in light of

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the regulations. This discussion does not otherwise address any tax considerations relating to such transactions.

Potential Limitation on the Utilization of CF Holdings' (and Its U.S. Affiliates') Tax Attributes

Following the acquisition of a U.S. corporation by a non-U.S. corporation, Section 7874 of the Code may limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize certain U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions. Specifically, if (i) the non-U.S. corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by the U.S. corporation (including through the direct or indirect acquisition of all of the outstanding shares of the U.S. corporation), (ii) the non-U.S. corporation's expanded affiliated group does not have substantial business activities in the non-U.S. corporation's country of organization or incorporation relative to the expanded affiliated group's worldwide activities, and (iii) the shareholders of the acquired U.S. corporation hold at least 60% (but less than 80%), by either vote or value, of the shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. corporation, then the taxable income of the U.S. corporation (and any person related to the U.S. corporation within the meaning of Section 7874) for any given year, within a ten-year period beginning on the last date the U.S. corporation's properties were acquired, will be no less than that person's "inversion gain" for that taxable year. A person's inversion gain includes gain from the transfer of shares or any other property (other than property held for sale to customers) and income from the license of any property that is either transferred or licensed as part of the acquisition, or, if after the acquisition, is transferred or licensed to a non-U.S. related person.

Pursuant to the merger, the holders of CF Holdings common stock are expected to receive at least 60% (but less than 80%) of the vote and value of the New CF ordinary shares by reason of holding CF Holdings common stock. As a result, CF Holdings and its U.S. affiliates would be limited in their ability to utilize certain U.S. tax attributes to offset their inversion gain, if any. However, neither CF Holdings nor its U.S. affiliates expects to recognize any inversion gain as part of the merger, nor do they currently intend to engage in any transaction in the near future that would generate inversion gain. If, however, CF Holdings or its U.S. affiliates were to engage in any transaction that would generate any inversion gain in the future, such transaction may be fully taxable to CF Holdings or its U.S. affiliates (notwithstanding that it may have certain deductions and other U.S. tax attributes which, but for the application of Section 7874 of the Code, it would be able to use to offset some or all of such gain) and thus CF Holdings may pay U.S. federal income tax sooner than it otherwise would have.

Tax Consequences to New CF

In General

New CF will not be subject to U.S. federal income tax on the merger.

Tax Residence of New CF for U.S. Federal Income Tax Purposes

Under current U.S. federal income tax law, a corporation generally will be considered to be resident for U.S. federal income tax purposes in its place of organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, New CF, which is a Netherlands incorporated and tax resident entity, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident). Section 7874 of the Code and the regulations promulgated thereunder (including certain regulations to be promulgated pursuant to the Notice), however, contain specific rules (more fully discussed below) that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex, and in some cases, there is limited guidance as to their application.

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Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if each of the following three conditions are met: (i) the non-U.S. corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including through the direct or indirect acquisition of all of the outstanding shares of the U.S. corporation); (ii) after the acquisition, the non-U.S. corporation's expanded affiliated group does not have substantial business activities and tax residence in the non-U.S. corporation's country of organization or incorporation relative to the expanded affiliated group's worldwide activities as determined under Treasury regulations; and (iii) the shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the shares of the non-U.S. acquiring corporation after the acquisition by reason of holding shares in the acquired U.S. corporation (which includes the receipt of the non-U.S. corporation's shares in exchange for the U.S. corporation's shares), which is referred to in this document as the ownership test.

At the effective time of the merger, the first two conditions described above will be satisfied because (i) New CF will acquire all of CF Holdings' assets through the indirect acquisition of all of the CF Holdings common stock, and (ii) New CF, including its expanded affiliated group, will not have substantial business activities in the Netherlands for purposes of Section 7874 of the Code. As a result, the application of Section 7874 of the Code to the merger depends on the third condition described above—the ownership test. Under current law, New CF Holdings would be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code only if New CF were not tax resident in the Netherlands or, after the merger, the former shareholders of CF Holdings are treated as owning (within the meaning of Section 7874 of the Code) at least 80% (by either vote or value) of New CF ordinary shares by reason of holding CF Holdings common stock.

It is anticipated that New CF will be tax resident in the Netherlands. In addition, based on the rules for determining share ownership under Section 7874 of the Code, the Notice and certain factual assumptions, after the merger, holders of CF Holdings common stock are expected to be treated as holding less than 80% (by both vote and value) of the New CF ordinary shares by reason of their ownership of CF Holdings common stock. In that case, New CF should be treated as a foreign corporation for U.S. federal income tax purposes. However, whether the Ownership Test has been satisfied must be finally determined after the completion of the merger, by which time there could be adverse changes to the relevant facts and circumstances. Further, a subsequent change in the facts or in law might cause New CF to be treated as a domestic corporation for U.S. federal income tax purposes, including with retroactive effect. In addition, by the time of the completion of the merger, there could be a change in law under Section 7874 of the Code, in the regulations promulgated thereunder, or other changes in law that, if enacted, could (possibly retroactively) cause New CF to be treated as a U.S. corporation for U.S. federal income tax purposes. In such event, New CF could be liable for substantial additional U.S. federal income tax on its operations and income following the completion of the merger.

The remaining discussion assumes that New CF will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Tax Consequences for U.S. Holders of CF Holdings common stock

In General

The receipt of New CF ordinary shares in exchange for CF Holdings common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes to a U.S. holder of CF Holdings common stock. Subject to the discussion below relating to the potential application of Section 304 of the Code under "—Special Consequences of the Merger to Holders of CF Holdings

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Common Stock That Also Own OCI Ordinary Shares, or That Acquire Additional New CF Ordinary Shares in Connection with the Transaction," a U.S. holder of CF Holdings common stock will generally recognize taxable gain or loss equal to the difference between (1) the shareholder's adjusted tax basis in the CF Holdings common stock surrendered in the exchange and (2) the fair market value of the New CF ordinary shares received as consideration in the merger. U.S. Holders must determine such gain or loss separately for separate blocks of CF Holdings common stock held by such holder (i.e., shares acquired at different times and prices).

Any gains or losses recognized by a U.S. holder on the receipt of New CF ordinary shares for CF Holdings common stock generally will be capital gain or loss and will be long-term capital gain or loss if the holder's holding period in such shares exceeds one year at the time of the merger. Preferential tax rates may apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. The deductibility of capital losses is subject to limitations. A U.S. holder's initial tax basis in the New CF ordinary shares it receives in the merger will equal the fair market value of such shares.

All U.S. holders are urged to consult their own tax advisors as to the particular consequences of the exchange of CF Holdings common stock for New CF ordinary shares pursuant to the merger.

Special Consequences of the Merger to Holders of CF Holdings Common Stock That Also Own OCI Ordinary Shares, or That Acquire Additional New CF Ordinary Shares in Connection with the Transaction

The receipt of consideration by holders of CF Holdings common stock in the merger is subject to Section 304 of the Code. As a result, and as further described below, instead of recognizing taxable gain or loss as described above, a holder of CF Holdings common stock whose percentage ownership interest in New CF immediately after the proposed transaction is not lower than its percentage ownership interest in CF Holdings prior to the proposed transaction by an amount that satisfies the "substantially disproportionate" or "not essentially equivalent to a dividend" test described below may recognize dividend income in an amount up to the fair market value of the New CF ordinary shares received in the merger, regardless of its gain realized in the merger. Thus, Section 304 generally will apply to a holder of CF Holdings common stock if the holder owns (including by attribution) a percentage interest in New CF after the merger that is greater than or equal to the percentage interest the holder owns in CF Holdings immediately before the merger. The ownership percentage of a holder immediately after the proposed transaction will be determined after taking into account sales (or purchases) of New CF ordinary shares made by such holder (or by persons whose shares are attributed to the holder) in connection with the merger.

The dividend treatment under Section 304 only applies if a holder's receipt of New CF ordinary shares in exchange for its CF Holdings common stock in the merger is not "substantially disproportionate" with respect to such holder, or is "not essentially equivalent to a dividend." As discussed below, that determination generally requires a comparison of (x) the percentage of the outstanding stock of CF Holdings that the holder is deemed actually and constructively to have owned immediately before the merger and (y) the percentage of the outstanding stock of CF Holdings that is actually and constructively owned by the holder immediately after the merger (including indirectly as a result of owning stock in New CF and taking into account any shares of New CF received in exchange for OCI ordinary shares actually or constructively owned by such holder, or otherwise acquired in connection with the transaction).

The merger will generally result in a "substantially disproportionate" exchange with respect to a holder if the percentage described in (y) above is less than 80% of the percentage described in (x) above. Whether the merger results in an exchange that is "not essentially equivalent to a dividend" with respect to a holder will depend on such holder's particular circumstances. At a minimum, however,

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for the merger to be "not essentially equivalent to a dividend," it must result in a "meaningful reduction" in the holder's deemed percentage stock ownership of CF Holdings, as determined by comparing the percentage described in (y) above to the percentage described in (x) above. The IRS has indicated that a minority shareholder in a publicly traded corporation will experience a "meaningful reduction" if the minority shareholder (i) has a minimal percentage stock interest, (ii) exercises no control over corporate affairs and (iii) experiences any reduction in its percentage stock interest.

In applying the above tests, a holder may, under constructive ownership rules, be deemed to own stock that is owned by other persons or stock underlying a holder's option to purchase stock in addition to the stock actually owned by the holder. In addition, as noted above, in applying the "substantially disproportionate" and "not essentially equivalent to a dividend" tests to a holder, sales (or purchases) of New CF ordinary shares made by such holder (or by persons whose shares are attributed to the holder) in connection with the proposed transaction will be taken into account. Holders should consult their own tax advisors regarding the application of these tests to them in light of their particular circumstances.

If, as described above, a holder is treated as receiving a distribution under Section 304 of the Code in respect of the New CF ordinary shares it receives in the combination, such distribution will be taxable as a dividend (in an amount equal to the fair market value of the New CF ordinary shares received) to the extent of such holder's allocable share of the earnings and profits of CF Holdings. Non-corporate U.S. holders may be eligible for a reduced rate of taxation on deemed dividends arising under Section 304, subject to exceptions for short-term and hedged positions. To the extent that a corporate U.S. holder of CF Holdings common stock is treated as having received a dividend as a result of Section 304, such dividend will constitute an "extraordinary dividend." Corporate U.S. holders of CF Holdings common stock are urged to consult their own tax advisors as to the impact of receiving an extraordinary dividend in their particular circumstances.

To the extent that the amount of any distribution under Section 304 exceeds CF Holdings' current and accumulated earnings and profits for the taxable year of the merger, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted tax basis of the holder's CF Holdings common stock, and to the extent the amount of the distribution exceeds such tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. The amount of any such gain will be taxed as described above under "—In General."

Section 304 and the regulations and guidance thereunder are complex. A holder that actually or constructively owns both CF Holdings common stock and OCI ordinary shares, or that purchases additional New CF ordinary shares in connection with the merger, should consult its own tax advisors with respect to the application of Section 304 in its particular circumstances (including as to its tax basis in the shares subject to Section 304). A holder of CF Holdings common stock that also owns OCI ordinary shares should consult its own tax advisors regarding the possible desirability of selling its shares in either CF Holdings or OCI prior to the transaction or in New CF immediately after the transaction.

Tax Consequences for Non-U.S. Holders of CF Holdings common stock

Subject to the discussion below relating to the potential application of Section 304 of the Code under "—Section 304 dividend treatment and withholding taxation for certain non-U.S. holders," and subject to the discussion below under "—Information Reporting, Backup Withholding, and Foreign Account Compliance in the Merger," a non-U.S. holder that exchanges CF Holdings common stock for New CF ordinary shares in the merger generally will not be subject to U.S. federal income or withholding tax on its gain. However, as described below under "—Section 304 dividend treatment and withholding taxation for certain non-U.S. holders," certain non-U.S. holders may be subject to U.S. withholding tax at a 30% rate on the full amount of the consideration received in the merger. As a

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result, withholding agents may withhold at a 30% rate against all non-U.S. holders, unless a withholding agent has established special procedures allowing non-U.S. holders that are exempt from such withholding tax to certify their exemption to the withholding agent. If a withholding agent withholds a portion of the merger consideration payable to a non-U.S. holder that is exempt from such withholding, the non-U.S. holder may apply for a refund. Non-U.S. Holders whose gain is effectively connected with the conduct of a trade or business in the United States should see the discussion above under "—Tax Consequences for U.S. Holders of CF Holdings common stock"

Section 304 dividend treatment and withholding taxation for certain non-U.S. holders.

As discussed above under "—Special Consequences of the Merger to Holders of CF Holdings Common Stock That Also Own OCI Ordinary Shares, or That Acquire Additional New CF Ordinary Shares in Connection with the Transaction," the receipt of consideration by holders of CF Holdings common stock in the merger is subject to Section 304 of the Code. As a result, under the circumstances described in that discussion above, certain non-U.S. holders of CF Holdings common stock may recognize dividend income in an amount up to the fair market value of the New CF ordinary shares received in the merger. Generally, as described in that discussion above, such dividend treatment may arise for a non-U.S. holder of CF Holdings common stock if the holder owns (including by attribution) a percentage interest in New CF after the merger that is greater than or equal to the percentage interest the holder owns in CF Holdings immediately before the merger. The payment of any amount treated as a dividend to a non-U.S. holder of CF Holdings common stock (including the fair market value of the New CF ordinary shares received by a non-U.S. holder in the merger in the event the exchange is treated as giving rise to a dividend under Section 304) generally will be subject to U.S. withholding tax at a 30% rate (or lower rate under an applicable U.S. income tax treaty). The payment of any such amounts may also be subject to other withholding, and the applicable withholding agent may reduce consideration paid in the merger to cash to pay any withholding tax, as described below under "—Information Reporting, Backup Withholding and Foreign Account Compliance in the Merger." Because CF Holdings cannot determine its current and accumulated earnings and profits until the end of its taxable year, withholding at the rate of 30% or applicable lower treaty rate will generally be imposed on the gross amount of any merger consideration treated as a distribution to a non-U.S. holder. In order to obtain a reduced rate of withholding under a tax treaty, a non-U.S. holder claiming such reduced rates will be required to deliver a properly completed Form W-8BEN or W-8BEN-E to the applicable withholding agent before the consideration is paid pursuant to the merger. Non-U.S. holders may seek a refund from the IRS of amounts withheld on distributions in excess of their allocable share of CF Holdings' current and accumulated earnings and profits, to the extent such amounts are not otherwise subject to U.S. federal income tax.

Information Reporting, Backup Withholding, and Foreign Account Compliance in the Merger

Except in the case of corporations or other exempt holders, consideration paid to a U.S. holder in the merger (either as proceeds from a sale or exchange of CF Holdings common stock or as a dividend under Section 304) may be subject to U.S. information reporting requirements and may be subject to backup withholding unless the U.S. holder provides an accurate taxpayer identification number on a properly completed IRS Form W-9 (or appropriate successor form) and certifies that no loss of exemption from backup withholding has occurred. Non-U.S. holders may be required to comply with certification and identification procedures in order to establish an exemption from information reporting and backup withholding. The amount of any backup withholding will be allowed as a refund or credit against a holder's U.S. federal income tax liability, provided that certain required information is timely furnished to the IRS.

A holder that receives a dividend under Section 304 of the Code should be aware that, in addition to but not in duplication of the withholding tax imposed on non-U.S. holders as described above under "—Section 304 dividend treatment and withholding taxation for certain non-U.S. holders," a U.S. law

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commonly referred to as FATCA potentially imposes a withholding tax of 30% on payments of dividends on the equity of a U.S. issuer after June 30, 2014, to (a) a foreign financial institution (as a beneficial owner or as an intermediary), unless such institution enters into an agreement with the U.S. government (or is required by applicable local law under an intergovernmental agreement with the U.S. government) to collect and provide to the U.S. or other relevant tax authorities certain information regarding U.S. account holders of such institution; or (b) a foreign entity (as a beneficial owner) that is not a financial institution unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owners or that identifies its substantial U.S. owners, which generally includes any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity. Non-U.S. holders, and any U.S. holders that own CF Holdings common stock through a non-U.S. intermediary, should consult their own tax advisor regarding foreign account tax compliance, and the possibility of FATCA withholding on a dividend paid from CF Holdings' earnings and profits as described above under "—Special Consequences of the Merger to Holders of CF Holdings Common Stock That Also Own OCI Ordinary Shares, or That Acquire Additional New CF Ordinary Shares in Connection with the Transaction."

If a holder is subject to U.S. federal income tax withholding, backup withholding or FATCA withholding on all or any portion of the consideration received in the merger, then the applicable withholding agent will generally be required to withhold the appropriate amount even though there is insufficient cash from which to satisfy its withholding obligation. To satisfy this withholding obligation, the applicable withholding agent may collect the amount of U.S. federal income tax required to be withheld by reducing to cash for remittance to the IRS a sufficient portion of the New CF ordinary shares that such holder would otherwise receive, and such holder may bear brokerage or other costs for this withholding procedure.

U.S. Federal Income Tax Consequences to Holders of the Ownership and Disposition of New CF Ordinary Shares

U.S. Holders

Distributions on New CF Ordinary Shares

Subject to the discussion below under "—Passive Foreign Investment Company Status," the gross amount of any distribution on New CF ordinary shares made out of New CF's current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received. New CF does not intend to calculate earnings and profits under U.S. federal income tax rules. Accordingly, U.S. Holders should expect that a distribution generally will be reported as a dividend for U.S. federal income tax purposes.

U.S. holders may be able to deduct or credit, subject applicable limitiations, any Dutch withholding tax imposed on a dividend paid by New CF. For purposes of calculating a U.S. holder's foreign tax credit, dividends received by a U.S. holder with respect to the common shares of a foreign corporation generally constitute foreign source income. However, and subject to certain exceptions, a portion of the dividends paid by a foreign corporation will be treated as U.S. source income for U.S. foreign tax credit purposes, in proportion to its U.S. source earnings and profits, if U.S. persons own, directly or indirectly, 50% or more of the voting power or value of the foreign corporation's stock. If a portion of any dividends paid with respect to New CF ordinary shares are treated as U.S. source income under these rules, it may limit the ability of a U.S. holder to claim a foreign tax credit for Dutch withholding taxes, if any, imposed in respect of such dividend. Dividends distributed by New CF will generally constitute "passive category" income for U.S. foreign tax credit purposes. The rules governing the foreign tax credit are complex. U.S. holders are urged to consult their own tax advisors regarding the

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availability of the foreign tax credit under their particular circumstances, including the impact of, and any exception available to, the special income sourcing rule described in this paragraph.

Dividends received by non-corporate U.S. Holders (including individuals) from a "qualified foreign corporation" may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation if it is eligible for the benefits of a comprehensive income tax treaty with the United States which is determined by the U.S. Department of the Treasury to be satisfactory for purposes of these rules and which includes an exchange of information provision. The U.S. Department of the Treasury has determined that the U.S.-Netherlands Tax Treaty meets these requirements. A non-U.S. corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Department of the Treasury guidance indicates that the New CF ordinary shares, which are expected to be listed on the NYSE, will be considered readily tradable on an established securities market in the United States. There can be no assurance that New CF will be treated as a qualified foreign corporation in future years. In addition, New CF will not constitute a qualified foreign corporation for purposes of these rules if it is a passive foreign investment company for the taxable year in which it pays a dividend or for the preceding taxable year. See the discussion below under "—Passive Foreign Investment Company Status."

Sale, Exchange, Redemption or Other Taxable Disposition of New CF Ordinary Shares

Subject to the discussion below under "—Passive Foreign Investment Company Status," a U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of New CF ordinary shares in an amount equal to the difference between the amount realized on the disposition and such holder's tax basis in the shares. The tax basis of New CF ordinary shares received by a U.S. Holder in the combination is discussed above under "—U.S. Federal Income Tax Consequences of the Merger—Tax Consequences for U.S. Holders of CF Holdings common stock." Any gain or loss recognized by a U.S. Holder on a taxable disposition of New CF ordinary shares will generally be capital gain or loss and will be long-term capital gain or loss if the holder's holding period in such shares exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of New CF ordinary shares will generally be treated as U.S. source gain or loss.

Passive Foreign Investment Company Status

Notwithstanding the foregoing, certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if New CF is treated as a passive foreign investment company, which is referred to in this document as PFIC, for any taxable year during which such U.S. Holder holds New CF ordinary shares. A non-U.S. corporation, such as New CF, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of "passive" income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.

New CF is not currently expected to be treated as a PFIC for U.S. federal income tax purposes for the taxable year of the combination or for foreseeable future taxable years. This conclusion is a factual determination, however, that must be made annually at the close of each taxable year and, thus, is

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subject to change. There can be no assurance that New CF will not be treated as a PFIC for any taxable year.

If New CF were to be treated as a PFIC, U.S. Holders holding New CF ordinary shares could be subject to certain adverse U.S. federal income tax consequences with respect to gain realized on a taxable disposition of such shares and certain distributions received on such shares. In addition, dividends received with respect to New CF ordinary shares would not constitute qualified dividend income eligible for preferential tax rates if New CF is treated as a PFIC for the taxable year of the distribution or for its preceding taxable year. Certain elections (including a mark-to-market election) may be available to U.S. Holders to mitigate some of the adverse tax consequences resulting from PFIC treatment. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to their investment in the New CF ordinary shares.

Information reporting and backup withholding

Except in the case of corporations or other exempt holders, dividends paid by New CF to a U.S. holder may be subject to U.S. information reporting requirements and may be subject to backup withholding unless the U.S. holder provides an accurate taxpayer identification number on a properly completed IRS Form W-9 and certifies that no loss of exemption from backup withholding has occurred. The amount of any backup withholding will be allowed as a credit against the U.S. holder's U.S. federal income tax liability and may entitle the U.S. holder to a refund, provided that certain required information is timely furnished to the IRS.

Required Disclosure with Respect to Foreign Financial Assets

Certain U.S. Holders are required to report information relating to an interest in New CF ordinary shares, subject to certain exceptions (including an exception for New CF ordinary shares held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in New CF ordinary shares. U.S. Holders are urged to consult their own tax advisors regarding information reporting requirements relating to their ownership of the common shares.

Non-U.S. Holders

Non-U.S. holders generally will not be subject to U.S. federal income tax (including U.S. federal withholding tax) on dividends or capital gains in respect of New CF ordinary shares.

Holders whose dividend or gain is effectively connected with the conduct of a trade or business in the United States should see the discussion above under "—U.S. Holders."

As noted above and discussed more fully under "Risk Factors—Risk Factors Relating to Ownership of New CF Ordinary Shares," the consequences of owning New CF ordinary shares would be materially different if New CF were to be treated as a U.S. corporation.

Non-U.S. holders may be required to comply with certification and identification procedures in order to establish an exemption from information reporting and backup withholding.

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NETHERLANDS TAX CONSEQUENCES RELATING TO THE COMBINATION

Introduction

The following summary sets forth the material Netherlands tax consequences of the combination for (i) OCI, CF Holdings and New CF, (ii) OCI shareholders who receive New CF ordinary shares in the combination, (iii) Netherlands resident holders of CF Holdings common stock who receive New CF ordinary shares in the combination, and (iv) the material Netherlands tax consequences of the holding, redemption and disposal of New CF ordinary shares after the combination. This summary is intended as general information only and it does not present any comprehensive or complete description of all aspects of Netherlands tax law which could be of relevance. For purposes of Netherlands tax law, a holder of OCI ordinary shares, CF Holdings common stock or New CF ordinary shares may include an individual who or entity that does not have the legal title of such OCI ordinary shares, CF Holdings common stock or New CF ordinary shares, but to whom nevertheless the OCI ordinary shares, CF Holdings common stock or New CF ordinary shares are attributed based on specific statutory provisions or on the basis of such individual or entity having a beneficial interest in the OCI ordinary shares, CF Holdings common stock or New CF ordinary shares or the income thereof. The discussion below addresses Netherlands corporate income tax, Netherlands individual income tax and Netherlands dividend tax. Any other Netherlands taxes, for instance VAT, Netherlands gift and inheritance tax, registration tax or transfer tax are not addressed.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT A PROFESSIONAL TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE COMBINATION AND THE ACQUISITION, HOLDING, REDEMPTION AND DISPOSAL OF THE NEW CF ORDINARY SHARES.

This summary is based on tax legislation, published case law, treaties, regulations and published policy, in each case as in force as of the date of this document, and it does not take into account any developments or amendments thereof after that date whether or not such developments or amendments have retroactive effect.

Any reference hereafter made to a treaty for the avoidance of double taxation concluded by the Netherlands includes the Tax Regulation for the Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk), the Tax Regulation for the country of the Netherlands (Belastingregeling voor het land Nederland) and the Agreement between the Taipei Representative Office in the Netherlands and the Netherlands Trade and Investment Office in Taipei for the avoidance of double taxation.

This summary does not address the Netherlands corporate income tax and individual income tax consequences for:

(i): investment institutions (beleggingsinstellingen) as described in article 6a and 28 of the Netherlands corporate income tax act 1969 ("CITA");
(ii): pension funds or other Netherlands tax resident entities that are not subject to or exempt from Netherlands corporate income tax;
(iii): corporate holders of OCI ordinary shares, CF Holdings common stock or New CF ordinary shares which qualify for the participation exemption (deelnemingsvrijstelling) as defined in article 13, CITA;
(iv): holders of OCI ordinary shares, CF Holdings common stock or New CF ordinary shares holding a substantial interest (aanmerkelijk belang) or deemed substantial interest (fictief aanmerkelijk belang) in OCI, CF Holdings or New CF and holders of OCI ordinary shares, CF Holdings common stock or New CF ordinary shares of whom a certain related person holds a substantial interest in OCI, CF Holdings or New CF. Generally, a substantial interest in OCI, CF Holdings or New CF arises if a person, alone or, where such person is an individual,

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together with his or her partner (statutory defined term), directly or indirectly, holds or is deemed to hold (i) an interest of 5% or more of the total issued and outstanding capital of OCI, CF Holdings or New CF or of 5% or more of the issued and outstanding capital of a certain class of shares of OCI, CF Holdings or New CF, (ii) rights to acquire, directly or indirectly, shares, whether or not already issued, representing 5% or more of the total issued and outstanding capital of OCI, CF Holdings or New CF interest or (iii) certain profit sharing rights that relate to 5% or more of the annual profit or to 5% or more of the liquidation proceeds of OCI, CF Holdings or New CF;

(v): persons to whom the OCI ordinary shares, CF Holdings common stock or New CF ordinary shares and the income from the OCI ordinary shares, CF Holdings common stock or New CF ordinary shares are attributed based on the separated private assets (afgezonderd particulier vermogen) provisions of the Netherlands Income Tax Act 2001 (Wet inkomstenbelasting 2001);
(vi): entities which are a resident of Aruba, Curacao or Sint Maarten that have an enterprise which is carried on through a permanent establishment or a permanent representative on Bonaire, Sint Eustatius or Saba and the New CF ordinary shares are attributable to such permanent establishment or permanent representative;
(vii): holders of OCI ordinary shares, CF Holdings common stock or New CF ordinary shares which are not considered the beneficial owner (uiteindelijk gerechtigde) of these OCI ordinary shares, CF Holdings common stock or New CF ordinary shares or the benefits derived from or realised in respect of these shares; and
(viii): individuals to whom OCI ordinary shares, CF Holdings common stock or New CF ordinary shares or the income therefrom are attributable to employment activities which are taxed as employment income in the Netherlands.

For the purpose of the Netherlands tax consequences described in this summary, it is assumed that CF Holdings and MergerCo are neither residents of the Netherlands nor deemed to be residents of the Netherlands for Netherlands tax purposes. Each of CF Holdings and MergerCo is tax resident of their respective country of incorporation.

Where this summary refers to the Netherlands, such reference is restricted to the part of the Kingdom of the Netherlands that is situated in Europe and the legislation applicable in that part of the Kingdom.

Netherlands Tax Consequences of the Combination for OCI, CF Holdings and New CF

Tax Consequences for OCI

The transfer by OCI of the equity interests of: (A) OCI Fertilizer International B.V., (B) OCI Nitrogen B.V., (C) OCI Chem 1 B.V., and (D) OCI Personnel B.V. to New CF should not have adverse material Netherlands tax consequences for OCI.

The distribution of some or all of New CF ordinary shares by OCI by way of a reduction of the nominal value of the ordinary shares in the capital of OCI pro rata to its shareholders may have Netherlands dividend tax consequences for OCI and its shareholders.

OCI is required to withhold Netherlands dividend tax at a rate of 15% in respect of dividends paid on its shares. In the Netherlands Dividend Tax Act 1965 (Wet op de dividendbelasting 1965 ("DWTA")), dividends are defined as the proceeds from shares, which inter alia include partial repayments of paid-in capital recognized for Netherlands dividend tax purposes, if and to the extent there are qualifying profits (zuivere winst), unless the general meeting of the shareholders of OCI has resolved in advance to make such repayment and provided that the nominal value of the share capital of OCI has been reduced by an equal amount by way of an amendment of the articles of association.

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The distribution has the following characteristics:

(i): the general meeting of the shareholders of OCI will have resolved to reduce the aggregate nominal value of the shares in the capital of OCI;
(ii): the reduction of the nominal value of the shares in the capital of OCI will be implemented by transferring the New CF ordinary shares to the existing holders of shares in the capital of OCI; and
(iii): the reduction of the nominal value of the shares in the capital of OCI consists entirely or largely of paid-in capital that is recognized as capital for Netherlands dividend tax purposes.

The distribution itself and any gains realised thereon by OCI will not be subject to withholding or deduction for any taxes of whatsoever nature imposed, levied, withheld or assessed by the Netherlands or any political subdivision or taxing authority thereof or therein to the extent that the aggregate fair market value of the distributed New CF ordinary shares at the time of the distribution does not exceed the lower of (i) the amount of the reduction of the aggregate nominal value of the OCI shares as resolved in advance by the general meeting of the shareholders of OCI, and (ii) the recognised capital of OCI for Netherlands dividend tax purposes.

To the extent that the aggregate fair market value of the distributed New CF ordinary shares at the time of the distribution exceeds the lower of (i) the amount of the reduction of the aggregate nominal value of the OCI shares as resolved in advance by the general meeting of the shareholders of OCI, and (ii) the recognised capital of OCI for Netherlands dividend tax purposes, OCI will be required to withhold Netherlands dividend tax at a rate of 15% in relation such excess amount. Such withholding generally applies to all OCI shareholders, resident in the Netherlands or in any other country, unless a specific exemption from or reduction of dividend tax applies. Whether a specific exemption from or deduction of dividend tax applies pursuant to Netherlands tax law or a treaty for the avoidance of double taxation is assessed per shareholder that is known to OCI.

The combination, in the form of the merger of CF Holdings with MergerCo, should not have adverse Netherlands tax consequences for OCI.

Tax Consequences for CF Holdings

The combination, including the merger of CF Holdings with MergerCo, will not have adverse Netherlands tax consequences for CF Holdings.

Tax Consequences for New CF

The transfer of the equity interests of: (A) OCI Fertilizer International B.V., (B) OCI Nitrogen B.V., (C) OCI Chem 1 B.V., and (D) OCI Personnel B.V. by OCI to New CF should not result in Netherlands taxation at the level of New CF. The distribution of some or all of the New CF ordinary shares by OCI should not result in Netherlands taxation at the level of New CF.

The combination in the form of the merger of CF Holdings with MergerCo should not have adverse Netherlands tax consequences for New CF.

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Netherlands Tax Consequences of the Combination for Holders of OCI Ordinary Shares

Holders of OCI ordinary shares that are residents of the Netherlands

Corporate Holders

If a corporate holder of OCI ordinary shares is a resident of the Netherlands or deemed to be a resident of the Netherlands for Netherlands corporate income tax purposes and is fully subject to Netherlands corporate income tax or is only subject to Netherlands corporate income tax in respect of an enterprise to which the OCI ordinary shares are attributable, income derived from the OCI ordinary shares and gains realised upon the redemption or disposal of the OCI ordinary shares are generally taxable in the Netherlands (at up to a maximum statutory rate of 25%).

The amount of the distribution should qualify as income derived from the OCI ordinary shares.

Individual Holders

If an individual is a resident of the Netherlands or deemed to be a resident of the Netherlands for Netherlands individual income tax purposes, income derived from the OCI ordinary shares and gains realised upon the redemption or disposal of the OCI ordinary shares are taxable at the progressive rates (at up to a maximum statutory rate of 52%) under the Netherlands Income Tax Act 2001 if:

(i): the individual is an entrepreneur (ondernemer) and has an enterprise to which the OCI ordinary shares are attributable or the individual has, other than as a shareholder, a co-entitlement to the net worth of an enterprise (medegerechtigde), to which enterprise the OCI ordinary shares are attributable; or
(ii): such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden), which includes activities with respect to the OCI ordinary shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer).

The amount of the distribution should qualify as income derived from the OCI ordinary shares.

If neither condition (i) nor condition (ii) above applies, an individual that holds the OCI ordinary shares must determine its taxable income with regard to the OCI ordinary shares on the basis of a deemed return on income from savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realised. This deemed return on income from savings and investments has been fixed at a rate of 4% (applicable rate for 2015) of the individual's yield basis (rendementsgrondslag) at the beginning of the calendar year (1 January), insofar as the individual's yield basis exceeds a certain threshold (heffingvrij vermogen). The individual's yield basis is determined as the fair market value of certain qualifying assets held by the individual less the fair market value of certain qualifying liabilities on 1 January. The fair market value of the OCI ordinary shares and (after completion of the combination) New CF ordinary shares will be included as an asset in the individual's yield basis. The 4% deemed return on income from savings and investments is taxed at a statutory rate of 30% (applicable statutory rate for 2015). In the 2016 Dutch Tax Plan, and the legislative proposals that form part thereof, a change to the current legislation regarding the taxation regime for savings and investments is proposed, to be entered into force as of 1 January 2017.

In case dividend tax is paid by OCI in relation to the distribution (as described above under "—Tax Consequences for OCI"), a credit against Netherlands individual income tax or Netherlands corporate income tax may be available for Netherlands resident holders of OCI ordinary shares.

Holders of OCI ordinary shares that are not residents of the Netherlands

If a person is not a resident of the Netherlands nor is deemed to be a resident of the Netherlands for Netherlands corporate income tax or individual income tax purposes, such person should not be

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liable to Netherlands corporate income tax or individual income tax in respect of income derived from the OCI ordinary shares and gains realised upon the redemption or disposal of the OCI ordinary shares, unless:

(i): the person is not an individual and such person (1) has an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanent establishment or a permanent representative the OCI ordinary shares are attributable, or (2) is (other than by way of securities) entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands and to which enterprise the OCI ordinary shares are attributable.

This income is subject to Netherlands corporate income tax at up to a maximum rate of 25% (as described above under "—Holders of OCI ordinary shares that are residents of the Netherlands").

(ii): The person is an individual and such individual (1) has an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanent establishment or permanent representative the OCI ordinary shares are attributable, or (2) realises income or gains with respect to the OCI ordinary shares that qualify as income from miscellaneous activities in the Netherlands which includes activities with respect to the OCI ordinary shares that exceed regular, active portfolio management, or (3) is other than by way of securities entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands and to which enterprise the OCI ordinary shares are attributable.

Income derived from the OCI ordinary shares as specified under (1) and (2) by an individual is subject to Netherlands individual income tax at progressive rates up to a maximum rate of 52% (as described above under "—Holders of OCI ordinary shares that are residents of the Netherlands"). Income derived from a share in the profits of an enterprise as specified under (3) that is not already included under (1) or (2) will be taxed on the basis of a deemed return on income from savings and investments (as described above under "—Holders of OCI ordinary shares that are residents of the Netherlands"). The fair market value of the share in the profits of the enterprise (which includes the OCI ordinary shares) will be part of the individual's Netherlands yield basis.

Netherlands Tax Consequences of the Combination for Holders CF Common Stock

Holders of CF Holdings common stock that are residents of the Netherlands

Corporate Holders

If a corporate holder of CF Holdings common stock is a resident of the Netherlands or deemed to be a resident of the Netherlands for Netherlands corporate income tax purposes and is fully subject to Netherlands corporate income tax or is only subject to Netherlands corporate income tax in respect of an enterprise to which the CF Holdings common stock are attributable, income derived from the CF Holdings common stock and gains realised upon the redemption or disposal of the CF Holdings common stock are generally taxable in the Netherlands (at up to a maximum statutory rate of 25%).

The merger effectively results in the disposal of the CF Holdings common stock, against a value that is equal to the fair market value of the New CF ordinary shares received.

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Individual Holders

If an individual is a resident of the Netherlands or deemed to be a resident of the Netherlands for Netherlands individual income tax purposes, income derived from the CF Holdings common stock and gains realized upon the redemption or disposal of the CF Holdings common stock are taxable at the progressive statutory rates (at up to a maximum rate of 52%) under the Netherlands Income Tax Act 2001 if:

(i): the individual is an entrepreneur (ondernemer) and has an enterprise to which the CF Holdings common stock are attributable or the individual has, other than as a shareholder, a co-entitlement to the net worth of an enterprise (medegerechtigde), to which enterprise the CF Holdings common stock are attributable; or
(ii): such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden), which includes activities with respect to the CF Holdings common stock that exceed regular, active portfolio management (normaal, actief vermogensbeheer).

If neither condition (i) nor condition (ii) above applies, an individual that holds the CF Holdings common stock must determine its taxable income with regard to the CF Holdings common stock on the basis of a deemed return on income from savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realised. This deemed return on income from savings and investments has been fixed at a rate of 4% (applicable rate for 2015) of the individual's yield basis (rendementsgrondslag) at the beginning of the calendar year (1 January), insofar as the individual's yield basis exceeds a certain threshold (heffingvrij vermogen). The individual's yield basis is determined as the fair market value of certain qualifying assets held by the individual less the fair market value of certain qualifying liabilities on 1 January. The fair market value of the CF Holdings common stock and (after completion of the combination) New CF ordinary shares will be included as an asset in the individual's yield basis. The 4% deemed return on income from savings and investments is taxed at a statutory rate of 30% (applicable statutory rate for 2015). In the 2016 Dutch Tax Plan, and the legislative proposals that form part thereof, a change to the current legislation regarding the taxation regime for savings and investments is proposed, to be entered into force as of 1 January 2017.

The merger effectively results in the disposal of the CF Holdings common stock, against a value that is equal to the fair market value of the New CF ordinary shares received.

Netherlands Tax Consequences of the Holding, Redemption and Disposal of New CF Ordinary Shares after the Combination

Netherlands withholding tax

A holder of New CF ordinary shares is generally subject to Netherlands dividend tax at a rate of 15% on dividends distributed by New CF. Generally, the Netherlands dividend tax will not be borne by New CF, but will be withheld from the gross dividends paid on the New CF ordinary shares. In the DWTA, dividends are defined as the proceeds from shares, which include:

(i): distributions of profits in cash or in kind, whatever they be named or in whatever form;
(ii): proceeds from the liquidation of New CF, or proceeds from the repurchase of shares by New CF, in excess of the average paid-in capital recognised for Netherlands dividend tax purposes, unless a particular statutory exemption applies;
(iii): the nominal value of shares issued to a shareholder or an increase in the nominal value of shares, if and to the extent that no related contribution, recognised for Netherlands dividend tax purposes, has been made or will be made; and

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(iv)

partial repayment of paid-in capital, that is not recognised for Netherlands dividend tax purposes, or recognised for Netherlands dividend tax purposes, to the extent that New CF has "net profits" (zuivere winst), unless

(a): the general meeting has resolved in advance to make such repayment, and
(b): the nominal value of the shares concerned has been reduced with an equal amount by way of an amendment to the articles of association of New CF, and the paid-in capital is recognised as paid-in capital for Netherlands' dividend tax purposes.

The term "net profits" includes anticipated profits that have yet to be realised.

Residents of the Netherlands

If a holder of New CF ordinary shares is resident or deemed to be resident in the Netherlands, such holder of New CF ordinary shares is generally entitled to an exemption or a full credit for any Netherlands dividend tax against its Netherlands corporate or individual income tax liability and to a refund of any residual Netherlands dividend tax.

Non-Residents of the Netherlands

If a holder of New CF ordinary shares is resident in a country other than the Netherlands, under certain circumstances exemptions from, reduction of or refunds of, Netherlands dividend tax may be available pursuant to Netherlands domestic law or treaties for avoidance of double taxation.

Beneficial Owner

According to Netherlands domestic anti-dividend stripping rules, no credit against Netherlands corporate or individual income tax, exemption from, reduction of or refund of, Netherlands dividend tax will be granted if the recipient of the dividends paid by New CF is not considered to be the beneficial owner (uiteindelijk gerechtigde) of such dividends as meant in these rules.

The DWTA provides for a non-exhaustive negative description of a beneficial owner. According to the DWTA, a holder of New CF ordinary shares will among other things not be considered the beneficial owner of the dividends for this purpose if, in connection with such proceeds, the recipient has paid a consideration as part of a series of transactions in respect of which it is likely:

(a)

that the proceeds have in whole or in part accumulated, directly or indirectly, to a person or legal entity that would:

(i): as opposed to the recipient paying the consideration, not be entitled to an exemption from dividend tax; or
(ii): in comparison to the recipient paying the consideration, to a lesser extent be entitled to a reduction or refund of dividend tax; and

(b)

that such person or legal entity has, directly or indirectly, retained or acquired an interest in shares, profit-sharing certificates or loans, comparable to the interest it had in similar instruments prior to the series of transactions being initiated.

Exempt entities

A holder of New CF ordinary shares who is a resident in the United States and is entitled to the benefits of the U.S.-Netherlands Tax Treaty will be entitled to a refund of the Netherlands dividend tax by way of an exemption or refund if the holder of New CF ordinary shares is an exempt pension trust as described in article 35 of the U.S.-Netherlands Tax Treaty, or an exempt organization as described in article 36 of the U.S.-Netherlands Tax Treaty.

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Holders of New CF ordinary shares that are residents of the Netherlands

Corporate Holders

If a corporate holder of New CF ordinary shares is a resident of the Netherlands or deemed to be a resident of the Netherlands for Netherlands corporate income tax purposes and is fully subject to Netherlands corporate income tax or is only subject to Netherlands corporate income tax in respect of an enterprise to which the New CF ordinary shares are attributable, income derived from the New CF ordinary shares and gains realised upon the redemption, settlement or disposal of the New CF ordinary shares are generally taxable in the Netherlands (at up to a maximum statutory rate of 25%).

Individual Holders

If an individual is a resident of the Netherlands or deemed to be a resident of the Netherlands for Netherlands individual income tax purposes, income derived from the New CF ordinary shares and gains realised upon the redemption, settlement or disposal of the New CF ordinary shares are taxable at the progressive statutory rates (at up to a maximum rate of 52%) under the Netherlands Income Tax Act 2001, if:

(i): the individual is an entrepreneur (ondernemer) and has an enterprise to which the New CF ordinary shares are attributable or the individual has, other than as a shareholder, a co-entitlement to the net worth of an enterprise (medegerechtigde), to which enterprise the New CF ordinary shares are attributable; or
(ii): such income or gains qualify as income from miscellaneous activities (resultaat uit overige werkzaamheden), which includes activities with respect to the New CF ordinary shares that exceed regular, active portfolio management (normaal, actief vermogensbeheer).

If neither condition (i) nor condition (ii) above applies, an individual that holds the New CF ordinary shares must determine taxable income with regard to the New CF ordinary shares on the basis of a deemed return on income from savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realised. This deemed return on income from savings and investments has been fixed at a rate of 4% (applicable rate for 2015) of the individual's yield basis (rendementsgrondslag) at the beginning of the calendar year (1 January), insofar as the individual's yield basis exceeds a certain threshold (heffingvrij vermogen). The individual's yield basis is determined as the fair market value of certain qualifying assets held by the individual less the fair market value of certain qualifying liabilities on 1 January. The fair market value of the New CF ordinary shares will be included as an asset in the individual's yield basis. The 4% deemed return on income from savings and investments is taxed at a rate of 30% (applicable statutory rate for 2015). In the 2016 Dutch Tax Plan, and the legislative proposals that form part thereof, a change to the current legislation regarding the taxation regime for savings and investments is proposed, to be entered into force as of 1 January 2017.

Holders of New CF ordinary shares that are not residents of the Netherlands

If a holder of New CF ordinary shares is not a resident of the Netherlands nor is deemed to be a resident of the Netherlands for Netherlands corporate income tax or individual income tax purposes, such person should not be liable to Netherlands corporate income tax or individual income tax in respect of income derived from the New CF ordinary shares and gains realised upon the redemption or disposal of the OCI ordinary shares, unless:

(i): the person is not an individual and such person (1) has an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanent establishment or a permanent representative the New CF ordinary shares are attributable, or (2) is (other than by way of securities) entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, which is

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effectively managed in the Netherlands and to which enterprise the New CF ordinary shares are attributable.

This income is subject to Netherlands corporate income tax at up to a maximum rate of 25% (as described above under "—Holders of New CF ordinary shares that are residents of the Netherlands").

(ii): The person is an individual and such individual (1) has an enterprise or an interest in an enterprise that is, in whole or in part, carried on through a permanent establishment or a permanent representative in the Netherlands to which permanent establishment or permanent representative the New CF ordinary shares are attributable, or (2) realises income or gains with respect to the New CF ordinary shares that qualify as income from miscellaneous activities in the Netherlands which includes activities with respect to the New CF ordinary shares that exceed regular, active portfolio management, or (3) is other than by way of securities entitled to a share in the profits of an enterprise that is effectively managed in the Netherlands and to which enterprise the New CF ordinary shares are attributable.

Income derived from the New CF ordinary shares as specified under (1) and (2) by an individual is subject to individual income tax at progressive rates up to a maximum rate of 52% (as described above under "—Holders of New CF ordinary shares that are residents of the Netherlands"). Income derived from a share in the profits of an enterprise as specified under (3) that is not already included under (1) or (2) will be taxed on the basis of a deemed return on income from savings and investments (as described above under "—Holders of New CF ordinary shares that are residents of the Netherlands"). The fair market value of the share in the profits of the enterprise (which includes the New CF ordinary shares) will be part of the individual's Netherlands yield basis.

Residency

A holder of New CF ordinary shares will not become resident, or deemed resident, in the Netherlands for tax purposes by reason only of holding the Shares.

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OWNERSHIP OF CF HOLDINGS COMMON STOCK BY CERTAIN BENEFICIAL
OWNERS AND CF HOLDINGS MANAGEMENT

The following table sets forth information concerning the beneficial ownership of each person known to CF Holdings to beneficially own more than 5% of CF Holdings common stock. The information in the table and the related notes is based on statements filed by the respective beneficial owners with the SEC pursuant to Sections 13(d) and 13(g) under the Exchange Act.

Name and Address of Beneficial Owner

BlackRock, Inc.	15,700,300	⁽³⁾	6.7	%
55 East 52^nd Street
New York, New York 10022
D.E. Shaw & Co., L.P.	12,159,439	⁽⁴⁾	5.2	%
1166 Avenue of the Americas, 9^th Floor
New York, New York 10036
FMR LLC	25,408,085	⁽⁵⁾	10.9	%
245 Summer Street
Boston, Massachusetts 02210
The Vanguard Group, Inc.	19,996,885	⁽⁶⁾	8.6	%
100 Vanguard Blvd.
Malvern, Pennsylvania 19355

(1): Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed.
(2): Unless otherwise indicated, percentages calculated based upon common stock outstanding as of November 30, 2015.
(3): Based solely on a Schedule 13G (Amendment No. 7), dated January 12, 2015 and filed with the SEC on January 30, 2015, by BlackRock, Inc. ("BlackRock"). BlackRock reports beneficial ownership of shares by its direct and indirect subsidiaries, including BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management North Asia Limited, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC, BlackRock Japan Co Ltd, and BlackRock Life Limited. These BlackRock entities have sole power to vote or to direct the vote of 13,419,625 shares of common stock and sole power to dispose or to direct the disposition of all 15,700,300 shares of common stock. Share amounts reported prior to June 17, 2015 have been restated to reflect the five-for-one split of CF Holdings' common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
(4): Based solely on a Schedule 13G (Amendment No. 1), dated October 26, 2015 and filed with the SEC on October 26, 2015, by D.E. Shaw & Co., L.P., D.E. Shaw Heliant Manager, L.L.C., D.E. Shaw Heliant Adviser, L.L.C., D.E. Shaw & Co., L.L.C. and David E. Shaw (the "D.E. Shaw 13G"), beneficial ownership of shares of common stock is reported as follows: (i) D.E. Shaw Heliant Manager, L.L.C. and D.E. Shaw Heliant Adviser, L.L.C. beneficially own 11,733,370 shares of common stock composed of (a) 7,504,370 shares in the name of D.E. Shaw Kalon Portfolios, L.L.C., (b) exposure to 1,375,000 shares through derivative instruments in the

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name of D.E. Shaw Kalon Portfolios, L.L.C., and (c) 2,854,000 shares in the name of D.E. Shaw Special Opportunities Portfolios, L.L.C; (ii) D.E. Shaw & Co., L.L.C. beneficially owns 11,754,836 shares of common stock composed of (a) 7,504,370 shares in the name of D.E. Shaw Kalon Portfolios, L.L.C., (b) exposure to 1,375,000 shares through derivative instruments in the name of D.E. Shaw Kalon Portfolios, L.L.C., (c) 2,854,000 shares in the name of D.E. Shaw Special Opportunities Portfolios, L.L.C., (d) 16,300 shares that Diffusion Markets, L.L.C. has the right to acquire through the exercise of listed call options, (e) 5,059 shares in the name of Diffusion Markets, L.L.C., and (f) 107 shares in the name of D.E. Shaw Asymptote Portfolios, L.L.C.; and (iii) D.E. Shaw & Co., L.P. and David E. Shaw beneficially own 12,159,439 shares of common stock composed of (a) 7,504,370 shares in the name of D.E. Shaw Kalon Portfolios, L.L.C., (b) exposure to 1,375,000 shares through derivative instruments in the name of D.E. Shaw Kalon Portfolios, L.L.C., (c) 2,854,000 shares in the name of D.E. Shaw Special Opportunities Portfolios, L.L.C., (d) 189,392 shares in the name of D.E. Shaw Valence Portfolios, L.L.C., (e) 215,000 shares that D.E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of listed call options, (f) 16,300 shares that Diffusion Markets, L.L.C. has the right to acquire through the exercise of listed call options, (vii) 5,059 shares in the name of Diffusion Markets, L.L.C., (g) 107 shares in the name of D.E. Shaw Asymptote Portfolios, L.L.C. and (h) 111 shares under the management of D.E. Shaw Investment Management, L.L.C. David E. Shaw does not own any shares of common stock directly; rather, by virtue of his position as President and sole shareholder of D.E. Shaw & Co. and such entity's relationships with the other D.E. Shaw entities named in the D.E. Shaw 13G, he may be deemed to be the beneficial owner of 12,159,439 shares of common stock.

: Each of D.E. Shaw Heliant Manager, L.L.C. and D.E. Shaw Heliant Adviser, L.L.C. has shared power to vote or to direct the vote of and shared power to dispose or to direct the disposition of 11,733,370 shares of common stock; D.E. Shaw & Co., L.L.C. has shared power to vote or to direct the vote of and shared power to dispose or to direct the disposition of 11,754,836 shares of common stock; and each of D.E. Shaw & Co., L.P. and David E. Shaw has shared power to vote or to direct the vote of and shared power to dispose or to direct the disposition of 12,159,439 shares of common stock.
(5): Based solely on a Schedule 13G (Amendment No. 1), dated March 9, 2015 and filed with the SEC on March 10, 2015, by FMR LLC ("FMR"), Edward C. Johnson 3d, a Director and the Chairman of FMR, and Abigail P. Johnson, a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR. FMR reports beneficial ownership of shares by its direct and indirect subsidiaries, including Fidelity Management Trust Company, Inc., FMR Co., Inc., Pyramis Global Advisors Trust Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc. These FMR entities have sole power to vote or to direct the vote of 1,416,705 shares of common stock and sole power to dispose or to direct the disposition of all 25,408,085 shares of common stock. Share amounts reported prior to June 17, 2015 have been restated to reflect the five-for-one split of CF Holdings' common stock effected in the form of a stock dividend that was distributed on June 17, 2015.
(6): Based solely on a Schedule 13G (Amendment No. 4), dated February 9, 2015 and filed with the SEC on February 10, 2015, by The Vanguard Group, Inc. ("Vanguard"). Vanguard reports beneficial ownership of shares of itself, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary. These Vanguard entities have sole power to vote or to direct the vote of 429,725 shares of common stock, sole power to dispose or to direct the disposition of 19,598,485, and shared power to dispose or to direct the disposition of 398,400 shares of common stock. Share amounts reported prior to June 17, 2015 have been restated to reflect the five-for-one split of CF Holdings' common stock effected in the form of a stock dividend that was distributed on June 17, 2015.

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The following table lists, as of November 30, 2015, the beneficial ownership of common stock of CF Holdings by each director of CF Holdings, each named executive officer of CF Holdings and, as a group, all directors and executive officers of CF Holdings.

	Amount and Nature of Beneficial Ownership⁽¹⁾

Name of Beneficial Owner	Shares of Common Stock Owned Directly or Indirectly⁽²⁾		Shares of Common Stock that can be Acquired within 60 Days⁽³⁾		Total Shares of Common Stock		Percent of Class
Robert C. Arzbaecher⁽⁴⁾		66,475		—		66,475		*
William Davisson		26,270		—		26,270		*
Stephen A. Furbacher		39,705		—		39,705		*
Stephen J. Hagge		24,250		—		24,250		*
John D. Johnson		67,630		—		67,630		*
Robert G. Kuhbach		21,395		—		21,395		*
Anne P. Noonan		1,898		—		1,898		*
Edward A. Schmitt		49,915		—		49,915		*
Theresa E. Wagler		4,310		—		4,310		*
W. Anthony Will⁽⁵⁾		83,400		299,510		382,910		*
Dennis P. Kelleher		32,392		136,110		168,502		*
Douglas C. Barnard⁽⁵⁾		50,611		208,520		259,131		*
Bert A. Frost		35,232		218,050		253,282		*
Philipp P. Koch		66,577		115,875		182,452		*
All directors and executive officers as a group (18 persons)		666,448		1,200,180		1,866,628		*

*: Less than 1%
(1): Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares listed, either individually or jointly or in common with the individual's spouse, subject to community property laws where applicable.
(2): The shares indicated include for each of Messrs. Arzbaecher, Davisson, Hagge, Johnson, Kuhbach and Schmitt and Ms. Wagler 1,955 shares of restricted stock, for Mr. Furbacher 3,260 shares of restricted stock and for Ms. Noonan 1,898 shares of restricted stock, in each case granted under the CF Holdings 2014 Equity and Incentive Plan, that have not yet vested. The shares indicated for Messrs. Will, Kelleher, Barnard, Frost and Koch, respectively, include 8,400, 9,450, 6,850, 8,400, and 7,350 shares of restricted stock granted under the CF Holdings 2009 Equity and Incentive Plan that have not yet vested. These shares of restricted stock can be voted during the vesting period. The table does not include restricted stock units or performance vesting restricted stock units granted to the executive officers under the CF Holdings 2009 Equity and Incentive Plan or the CF Holdings 2014 Equity and Incentive Plan, as these awards cannot be voted during the vesting period.
(3): The shares indicated in this column represent shares underlying stock options granted under the CF Holdings 2005 Equity and Incentive Plan, the CF Holdings 2009 Equity and Incentive Plan that have already vested or that will vest within 60 days. The shares underlying these stock options cannot be voted.
(4): The shares indicated include 18,565 shares held by the Arzbaecher Family Foundation, for which Mr. Arzbaecher disclaims beneficial ownership.
(5): Messrs. Will and Barnard each also hold, respectively, 1,910 and 13,369 additional "phantom" shares as a deemed investment under the CF Holdings Supplemental Benefit and Deferral Plan (a non-qualified benefits restoration and deferred compensation plan). These phantom shares cannot be voted.

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ORDINARY SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF OCI

Sawiris Family Ownership of Shares of OCI

Members of the Sawiris family (principally OCI's founder Onsi Sawiris and his sons Nassef Sawiris and Samih Sawiris), which are referred to in this document as the Sawiris family, may each be deemed to beneficially own non-controlling interests in OCI, and, as of November 30, 2015, collectively may be deemed to beneficially own 54.4% of OCI's outstanding ordinary shares, through ordinary shares held by such individuals directly, and through certain holding companies that may be deemed to be controlled by such members of the Sawiris family, including Capricorn, Leo and Aquarius, which are also referred to in this document as the S shareholders. In addition, Mr. Nassef Sawiris is the Chief Executive Officer of OCI and a member of the OCI board of directors. See the beneficial ownership table and footnotes 3, 4 and 8 below in the section entitled "—Beneficial Ownership of 5% Shareholders of OCI" for more information.

According to OCI's 2014 annual report, members of the Sawiris family have historically coordinated their voting of OCI ordinary shares, although they have not entered into formal agreements to act in concert, other than certain agreements entered into in connection with the combination, as described in the sections entitled "Shareholders' Agreement," "Registration Rights Agreements" and "Irrevocable Undertakings." OCI has previously disclosed that, with regards to OCI, the members of the Sawiris family should be regarded as parties acting in concert ("personen die in onderling overleg handelen") under the Dutch Financial Supervision Act, and, with regards to the Sawiris family's collective ownership in New CF, may be deemed to be acting as a group pursuant to the applicable SEC rules and regulations. However, each member of the Sawiris family disclaims beneficial ownership of the OCI ordinary shares held by each of the other members of the Sawiris family, and intends to disclaim beneficial ownership of any New CF ordinary shares received by the other Sawiris family members in the distribution. The Sawiris family's ownership of OCI ordinary shares will not be altered by the combination, and the Sawiris family members, together with the holding companies noted in the paragraph above that they may be deemed to control, and the other OCI shareholders, will each receive a pro rata share of the New CF ordinary shares distributed by OCI in the distribution.

The Sawiris family, in addition to any New CF ordinary shares held by OCI, may be deemed to collectively beneficially own 12.2% of New CF upon completion of the combination, based on the number of OCI ordinary shares beneficially owned by the Sawiris family collectively on November 30, 2015, and assuming that (i) New CF elects to pay OCI the full $700 million of additional consideration in New CF ordinary shares (calculated using an illustrative value of $45 per share, based on the volume-weighted average price of CF Holdings for the 20 trading days ended December 15, 2015), (ii) OCI distributes an amount of New CF ordinary shares equal to 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF, (iii) all of the convertible bonds are converted by the holders thereof prior to the completion of the combination at the current conversion price of €28.4690 per ordinary share and (iv) OCI distributes an amount of New CF ordinary shares equal to 80% of the sum of the base share consideration plus the portion of the additional consideration paid in ordinary shares of New CF. Based on the foregoing assumptions, upon completion of the combination, OCI is expected to hold 5.8% of the ordinary shares outstanding of New CF.

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bonds prior to closing, or the assumption of the convertible bonds by New CF at the closing of the combination, and the terms on which such bonds are converted and/or assumed, will affect the number of New CF ordinary shares to be received by the OCI and the OCI shareholders in the combination.

Beneficial Ownership of 5% Shareholders of OCI

The following table sets forth information, as of November 30, 2015, concerning the beneficial ownership of each person known to OCI to beneficially own more than 5% of ordinary shares of OCI.

Name and Address of Beneficial Owner

NNS Holding	61,778,099	⁽³⁾	29.40	%
89 Nexus Way, Camana Bay, Grand Cayman
KY1-9007, Cayman Islands
OS Holding	36,516,859	⁽⁴⁾	17.38	%
Maples Corporate Services Ltd.
P.O. Box 309, Ugland House,
South Church Street,
George Town, Grand Cayman
KY1-1104, Cayman Islands
Southeastern Asset Management, Inc.	14,037,719	⁽⁵⁾	6.68	%
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
Cascade Investment, L.L.C., Bill & Melinda Gates Foundation Trust	12,725,704	⁽⁶⁾	6.06	%
2365 Carillon Point
Kirkland, WA 98033
IGCF General Partner Limited	12,532,310	⁽⁷⁾	5.96	%
c/o Abraaj Group
Dubai International Financial Centre
Gate Village 8, 3rd Floor
Dubai, United Arab Emirates
Aquarius Investments B.V.	11,522,425	⁽⁸⁾	5.48	%
Intertrust Netherlands BV
Prins Bernhardplein 200
1097 JB Amsterdam
The Netherlands

(1): This table is based upon information supplied by principal shareholders to OCI and on information provided by such shareholders to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), which is referred to in this section as the NAFM, and posted on the NAFM notifications and registers website as of November 30, 2015. Unless otherwise indicated in the footnotes to this table and subject to (i) community property laws where applicable and (ii) the irrevocable undertakings entered into between each of the S shareholders and OCI and CF described in the section captioned "Irrevocable Undertakings", OCI believes that each of the shareholders named in this table has sole voting and investment power with respect to the ordinary shares indicated as beneficially owned.
(2): Unless otherwise indicated, percentages calculated based upon the amount of OCI ordinary shares outstanding as of November 30, 2015.

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(3): Represents 1,105,723 ordinary shares held directly by NNS Holding and 60,672,376 ordinary shares held directly by Capricorn, its wholly-owned subsidiary. The entire share capital of NNS Holding is held by a trust whose beneficiaries are principally Mr. Nassef Sawiris (OCI's chief executive officer) and his descendants. By virtue of their directorships of NNS Holding, Mr. Philip Le Cornu and Mr. Philip Norman have the shared power to vote and dispose of the ordinary shares held by NNS Holding. Mr. Philip Le Cornu, Mr. Philip Norman and Mr. Nassef Sawiris may be deemed to be the beneficial owners of the ordinary shares held directly or indirectly by NNS Holding. By virtue of its directorship of Capricorn, Intertrust (Netherlands) BV, a licensed trust company supervised by the Dutch Central Bank, which is referred to in this section as Intertrust, has the power to vote and dispose of the ordinary shares held by Capricorn. Intertrust and Mr. Nassef Sawiris may be deemed to be the beneficial owners of the ordinary shares held directly by Capricorn. In addition, on November 30, 2015, NNS Holding held approximately €53,300,000 principal amount of OCI's 3.875% Convertible Bonds due 2018, which, if converted based on the convertible bond's current conversion price of €28.4690 per share, represents the right to acquire approximately 1,872,211 OCI ordinary shares, subject to adjustment. Furthermore and as detailed in the following table, Mr. Nassef Sawiris held directly 68,000 ordinary shares in his individual capacity. For additional information on Mr. Nassef Sawiris and other members of the Sawiris family and their relationships to each other and OCI, see the section above entitled captioned "—Sawiris Family Ownership of Shares of OCI."
: On September 17, 2013, in connection with the issuance by OCI of the convertible bonds, Capricorn entered into a global master securities lending agreement with J.P. Morgan Securities plc, which is referred to in this document as JPM, pursuant to which Capricorn has agreed to lend to JPM from time to time, at JPM's request (until such time as the convertible bonds' conversion right ceases to be exercisable), OCI ordinary shares (and/or such other securities or property into which the convertible bonds are convertible), in return for a monthly fee and collateral consisting of convertible bonds, OCI ordinary shares, cash, debt securities or a combination thereof. On October 23, 2015, Capricorn and JPM entered into an amendment to the global master securities lending agreement limiting the maximum number of OCI ordinary shares potentially subject to loans to JPM thereunder to 1,000,000 OCI ordinary shares and providing for the termination of such global master securities lending agreement on the closing date. As of November 30, 2015, no OCI ordinary shares had been loaned by Capricorn to JPM under the global master securities lending agreement. Capricorn disclaims beneficial ownership of any OCI ordinary shares that may from time to time be loaned under such agreement to JPM.
(4): Represents 25,000 ordinary shares held directly by OS Holding and 36,491,859 ordinary shares held directly by Leo, its wholly-owned subsidiary. The entire share capital of OS Holding is held by a trust whose beneficiaries are principally Mr. Onsi Sawiris and his descendants. By virtue of their directorships of OS Holding, Fiona Barrie and Colin MacKay have the shared power to vote and dispose of the ordinary shares held by OS Holding. Fiona Barrie, Colin MacKay and Mr. Onsi Sawiris may be deemed to be the beneficial owners of the ordinary shares held directly or indirectly by OS Holding. By virtue of its directorship of Leo, Intertrust has the power to vote and dispose of the ordinary shares held by Leo. Intertrust and Mr. Onsi Sawiris may be deemed to be the beneficial owners of the ordinary shares held directly or indirectly by Leo. In addition, Mr. Onsi Sawiris held directly 51 ordinary shares in his individual capacity. For additional information on Mr. Onsi Sawiris and certain other members of the Sawiris family and their relationships to each other and OCI, see the section above entitled "—Sawiris Family Ownership of Shares of OCI."
(5): Based solely on information provided by Southeastern Asset Management, Inc. to the NAFM and posted on the NAFM notifications and registers website on June 9, 2014.

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(6): Based solely on information provided by William H. Gates III to the NAFM and posted on the NAFM notifications and registers website on July 31, 2013, and based upon William H. Gates III's ownership interest in OCI through Cascade Investment L.L.C. and the Bill and Melinda Gates Foundation Trust.
(7): Based solely on information provided by IGCF General Partner Limited to the NAFM and posted on the NAFM notifications and registers website on January 30, 2013.
(8): Represents 11,522,425 ordinary shares held directly by Aquarius. The entire share capital of Aquarius is indirectly held by trusts whose beneficiaries are principally Mr. Samih Sawiris and his descendants. By virtue of its directorship of Aquarius, Intertrust has the power to vote and dispose of the ordinary shares held by Aquarius. Intertrust and Mr. Samih Sawiris may be deemed to be the beneficial owners of the ordinary shares held directly or indirectly by Aquarius. In addition, Mr. Samih Sawiris held directly 4,424,884 ordinary shares in his individual capacity. For additional information on Mr. Samih Sawiris and certain other members of the Sawiris family and their relationships to each other and OCI, see the section above entitled "—Sawiris Family Ownership of Shares of OCI."

Beneficial Ownership of Named Executive Officers and Directors of OCI

The following table lists, as of November 30, 2015, the beneficial ownership of ordinary shares of OCI by OCI directors, all individuals who served as either the chief executive officer or the chief financial officer of OCI during the last fiscal year and, as a group, all of such persons.

	Amount and Nature of Beneficial Ownership⁽¹⁾

Name of Beneficial Owner	Ordinary Shares Owned Directly or Indirectly		Ordinary Shares that can be Acquired within 60 Days⁽²⁾		Total Ordinary Shares		Percent of Class
Michael Bennett		2,500		—		2,500		*
Salman Butt		167,000		—		167,000		*
Jérôme Guiraud		—		—		—		*
Gregory Heckman		—		—		—		*
Robert Jan van de Kraats		3,725		—		3,725		*
Arif Naqvi		—		—		—		*
Nassef Sawiris⁽³⁾		61,846,099		—		61,846,099		29.43	%
Sipko Schat		—		—		—		*
Jan Ter Wisch		8,500		—		8,500		*
All directors and executive officers as a group (9 persons)		62,027,824		—		62,027,824		29.52	%
Kees van der Graaf⁽⁴⁾		2,000		—		2,000		*

*: Less than 1%
(1): Unless otherwise indicated, beneficial ownership consists of sole power to vote or direct the vote and sole power to dispose or direct the disposition of the ordinary shares listed, either individually or jointly or in common with the individual's spouse, subject to community property laws where applicable.
(2): The ordinary shares indicated in this column represent ordinary shares underlying stock options granted under the Orascom Construction Industries S.A.E. Stock Incentive Plan, the OCI 2014

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Performance Share Plan and the OCI 2015 Bonus/Matching Plan that have already vested or that will vest within 60 days. The ordinary shares underlying these stock options cannot be voted.

(3): Mr. Nassef Sawiris owns 68,000 of these ordinary shares in his individual capacity. In addition, Mr. Nassef Sawiris may be deemed to beneficially own 61,778,099 ordinary shares through a trust whose beneficiaries are principally Mr. Nassef Sawiris and his descendants, that is the ultimate parent entity of NNS Holding and Capricorn, NNS Holding's wholly-owned subsidiary. By virtue of their directorships of NNS Holding, Mr. Philip Le Cornu and Mr. Philip Norman have the shared power to vote and dispose of the ordinary shares held by NNS Holding. Mr. Philip Le Cornu, Mr. Philip Norman and Mr. Nassef Sawiris may be deemed to be the beneficial owners of the ordinary shares held directly or indirectly by NNS Holding. By virtue of its directorship of Capricorn, Intertrust has the power to vote and dispose of the ordinary shares held by Capricorn. Intertrust and Mr. Nassef Sawiris may be deemed to be the beneficial owners of the ordinary shares held directly by Capricorn. In addition, on November 30, 2015, NNS Holding held approximately €53,300,000 principal amount of OCI's 3.875% Convertible Bonds due 2018, which, if converted based on the convertible bond's current conversion price of €28.4690 per share, represents the right to acquire approximately 1,872,211 OCI ordinary shares, subject to adjustment. For additional information on Mr. Nassef Sawiris and certain other members of the Sawiris family and their relationships to each other and OCI, see the section above entitled "—Sawiris Family Ownership of Shares of OCI."
: On September 17, 2013, in connection with the issuance by OCI of the convertible bonds, Capricorn entered into a global master securities lending agreement with JPM, pursuant to which Capricorn has agreed to lend to JPM from time to time, at JPM's request (until such time as the convertible bonds' conversion right ceases to be exercisable), OCI ordinary shares (and/or such other securities or property into which the convertible bonds are convertible), in return for a monthly fee and collateral consisting of convertible bonds, OCI ordinary shares, cash, debt securities or a combination thereof. On October 23, 2015, Capricorn and JPM entered into an amendment to the global master securities lending agreement limiting the maximum number of OCI ordinary shares potentially subject to loans to JPM thereunder to 1,000,000 OCI ordinary shares and providing for the termination of such global master securities lending agreement on the closing date. As of November 30, 2015, no OCI ordinary shares had been loaned by Capricorn to JPM under the global master securities lending agreement. Capricorn disclaims beneficial ownership of any OCI ordinary shares that may from time to time be loaned under such agreement to JPM.
(4): Effective as of June 10, 2015, Mr. van der Graaf resigned as a director.

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THE ENA BUSINESS

The ENA business consists of (i) manufacturing and supply of nitrogen fertilizers, melamine and methanol in North America and Europe and (ii) trading and distribution of nitrogen fertilizers. The ENA business' principal customers include regional and global fertilizer wholesalers, cooperatives and distributors, industrial chemical users, plants in close proximity to its production facilities in Geleen, the Netherlands and Beaumont, Texas, and companies in other downstream industries such as wood paneling, plastics and construction. The ENA business conducts its operations primarily out of the United States and Europe, with additional distribution operations in the United Arab Emirates and South America. As of June 30, 2015, the ENA Business has the capacity to annually produce and distribute a diversified product portfolio of up to 681 thousand metric tons of merchant anhydrous ammonia, which is referred to in this document as ammonia, 350 thousand metric tons of UAN, 1,450 thousand metric tons of calcium ammonium nitrate, 913 thousand metric tons of methanol, and 200 thousand metric tons of melamine, positioning it as one of the world's largest global fertilizer producers and the world's largest melamine producer.

The ENA business is carried out by certain OCI subsidiaries (other than the Natgasoline project): OCI Fertilizer International B.V., OCI Nitrogen B.V., which is referred to in this document as OCI Nitrogen, OCI Chem 1 B.V., and OCI Personnel B.V., and their subsidiaries, which are directly or indirectly owned by OCI. OCI holds the Natgasoline project through an indirect wholly-owned subsidiary, Firewater One. The ENA business has manufacturing facilities in the U.S. and the Netherlands, and a global distribution network operating through offices in the Netherlands and Dubai, United Arab Emirates.

The purchased companies, being the operating subsidiaries and activities held by the ENA Business, are:

•: OCI Nitrogen: one of Europe's largest integrated nitrogen fertilizer and melamine production sites. It is capable of producing over 2 million metric tons of sellable fertilizer and chemicals products annually through nine interconnected plants located on a fully integrated production site in Geleen, the Netherlands, complemented by a 49% stake in a melamine production facility in China. OCI Nitrogen's product portfolio primarily includes CAN, ammonia, UAN, and melamine.
•: OCI Partners LP (approx. 80% equity interest): a master limited partnership that owns and operates OCI Beaumont LLC, which is referred in this document as OCI Beaumont, an integrated 913 thousand metric ton per year methanol and 331 thousand metric ton per year anhydrous ammonia production facility that is strategically located on the Texas Gulf Coast near Beaumont. OCI Partners LP is headquartered in Nederland, Texas. OCI indirectly owns a 79.88% equity interest in OCI Partners LP and the remainder is owned by public unitholders. OCI Partners LP is publicly traded on the NYSE under the symbol "OCIP."
•: Iowa Fertilizer Company (IFCo): a nitrogen fertilizer complex currently under construction in Wever County, Iowa. The plant is expected to produce approximately 1.5 to 2 million metric tons of nitrogen fertilizers and DEF per year once it is commissioned in 2016. The plant is the first world scale greenfield natural gas-based fertilizer plant built in the United States in nearly 25 years.
•: Global Distribution Network: a global trading and distribution business (which is also referred to in this document as the trading business) that operates on a lower margin volume based model, purchasing nitrogen fertilizers from third parties and selling and distributing them predominantly to agricultural customers. The trading business also distributes the ENA business' products and products from other nitrogen fertilizer production facilities owned by OCI. This is primarily achieved through OCI Fertilizer Trading, OCI Fertilizer Trade & Supply Ltd., and other joint

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ventures, agents and branches in Europe, South America, China, and the United States. Additionally, the trading business also distributes up to 1.75 million metric tons per year of crystalline and granular AS through two off-take agreements, which positions the trading business as the world's largest distributor of AS.

•: Natgasoline LLC (Natgasoline) (expected 45% equity interest at closing): a greenfield world-scale methanol production complex under construction in Beaumont, Texas. The plant is expected to have a capacity of up to approximately 1.75 million metric tons per year, once it is commissioned in 2017. It will be one of the world's largest methanol production facilities based on nameplate capacity. Natgasoline is a wholly-owned indirect subsidiary of Firewater One which in turn is currently an indirect wholly-owned subsidiary of OCI. At the closing of the combination and subject to the satisfaction of certain Natgasoline-specific closing conditions, a 45% equity interest in Firewater One will be transferred to New CF in accordance with the terms of the combination agreement. As part of the Natgasoline joint venture, CF Holdings or its designee will also acquire an option to acquire the remaining equity interests in Firewater One. See the section entitled "Natgasoline Joint Venture."

The ENA business' production capabilities are as follows:

		Ammonia(2)

		Ammonia(2)										Total Fertilizer for sale
Design Capacities Plant(1)	Country	Gross		Net		Urea		UAN(3)		CAN		Total Fertilizer for sale		Methanol		Melamine(4)		DEF
OCI Nitrogen(5)	Netherlands		1,150		350		—		350		1,450		2,150		—		200		—	2,350
OCI Beaumont	USA		331		331		—		—		—		331		913		—		—	1,244

Current design capacity			1,481		681		—		350		1,450		2,481		913		200		—	3,594

IFCo	USA		770		185		420		1,505		—		2,110		—		—		315	2,425

2016			2,251		866		420		1,855		1,450		4,591		913		200		315	6,019

Natgasoline LLC	USA		—		—		—		—		—		—		1,750		—		—	1,750

2017			2,251		866		420		1,855		1,450		4,591		2,663		200		315	7,769

(1): All tonnage is in thousand metric tons per year (ktpa) and refers to total design capacity, IFCo and Natgasoline LLC volumes are estimates. Design capacities at OCI Nitrogen and IFCo cannot all be achieved at the same time.
(2): Net ammonia is remaining capacity after downstream products are produced.
(3): OCI Nitrogen maximum UAN capacity cannot be achieved when producing maximum CAN capacity.
(4): Split as 150 ktpa in Geleen and 50 ktpa in China (Chinese capacity does not account for 49% stake and exclusive right to offtake 90%)
(5): Also has 500 ktpa of captive urea liquor capacity used to produce downstream products.

As of December 31, 2014, the ENA business was capable of producing approximately 3.8% of global merchant ammonia, 7.3% of global CAN, 1.2% of global UAN, 0.9% of global methanol, and 6.7% of global melamine.

Business Lines

The ENA business is currently organized into four reportable segments: (1) OCI Nitrogen and Trading; (2) OCI Partners LP; (3) Iowa Fertilizer Company and (4) Natgasoline LLC.

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OCI Nitrogen and Trading

The OCI Nitrogen and Trading segment includes OCI Nitrogen and the global trading and distribution business. OCI Nitrogen is Europe's second largest integrated nitrogen fertilizer producer and the world's largest melamine producer. OCI Nitrogen is capable of producing over 2 million metric tons of sellable fertilizer products annually through nine interconnected plants located on a fully integrated complex in Geleen, The Netherlands. OCI Nitrogen's melamine production capacity in Geleen is complemented by a melamine production facility in China, in which the ENA business has a 49% stake. OCI Nitrogen sells its nitrogen fertilizer products across Western Europe to agricultural and industrial customers that are delivered through pipeline connections to adjacent customers, port access including a wholly-owned ammonia terminal and a harbour near the production complex, and ground transportation including rail and truck.

The trading business operates on a lower margin volume based model, purchasing nitrogen fertilizers from third parties and selling and distributing them predominantly to agricultural customers. The trading business also distributes the ENA business' products and products from other nitrogen fertilizer production facilities owned by OCI. This is primarily achieved through OCI Fertilizer Trading, OCI Fertilizer Trade & Supply Ltd, and other joint ventures, agents and branches in Europe, South America, China, and the United States. The ENA business is also able to distribute up to 1.75 million metric tons per year of crystalline and granular AS through two off-take agreements, which positions the ENA business as the world's largest distributor of AS.

OCI Partners LP

OCI Partners LP, a master limited partnership, owns OCI Beaumont, an integrated methanol and ammonia production facility that is strategically located on the Texas Gulf Coast near Beaumont, Texas. The plant also has two ammonia storage tanks with a total capacity of 33 thousand tons and two methanol storage tanks with a total capacity of 42 thousand tons. OCI Partners LP is headquartered in Nederland, Texas. OCI Partners LP is listed on the NYSE under the symbol "OCIP." The ENA business indirectly owns a 79.88% equity interest in OCI Partners LP as of June 30, 2015.

Iowa Fertilizer Company LLC

IFCo is a greenfield nitrogen fertilizer complex currently under construction in Wever County, Iowa. When operational, the plant is expected to produce more than 1.5 million tons of nitrogen fertilizers and DEF per year. The plant is expected to commence operations in 2016. The project is funded by a combination of cash and a non-recourse project finance tax-exempt municipal bond issuance from the Iowa Finance Authority's Midwestern Disaster Area Revenue Bonds.

Natgasoline LLC

Natgasoline LLC is a greenfield world-scale methanol production complex currently under construction in Beaumont, Texas. The plant is expected to have a capacity of up to approximately 1.75 million metric tons per year when operational, and is expected to commence operations in 2017. It is expected to be one of the world's largest methanol production facilities based on nameplate capacity. The project will be funded by a combination of cash and non-recourse project financing.

Properties

Information regarding the ENA business' facilities and properties is included in the business descriptions above.

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The ENA business' owned storage facilities are as follows:

Facility	Location	Product	Capacity

OCI Beaumont	Beaumont, Texas	Ammonia	33,000 metric tons
OCI Beaumont	Beaumont, Texas	Methanol	42,000 metric tons
OCI Nitrogen	Netherlands	Ammonia	52,200 cubic meters
OCI Nitrogen	Netherlands	Nitric Acid	11,300 cubic meters
OCI Nitrogen	Netherlands	CAN	158,000 metric tons
OCI Nitrogen	Netherlands	AS	94,050 metric tons
OCI Nitrogen	Netherlands	UAN	7,500 cubic meters
OCI Terminal Europoort	Netherlands	Ammonia	47,500 cubic meters
OCI Terminal Europoort	Netherlands	Aqueous ammonia	1,500 cubic meters
IFCo(1)	Iowa, USA	Ammonia	110,000 short tons
IFCo(1)	Iowa, USA	Granular urea	44,000 short tons
IFCo(1)	Iowa, USA	UAN	132,000 short tons

(1): Expected storage capacity.

The ENA business also leases storage facilities, comprising:

Facility	Location	Product	Capacity

OCI Nitrogen	Netherlands / Belgium	CAN / AS	306,000 metric tons
OCI Nitrogen	Netherlands / France	UAN	55,000 metric tons

The ENA business also leases railcars, comprising:

Facility		Number of railcars

OCI Nitrogen			250
IFCo			350

Environmental, Health and Safety

The ENA business is subject to numerous environmental, health and safety laws and regulations in Europe and the United States, including laws and regulations relating to the generation and handling of hazardous substances and wastes; the cleanup of hazardous substance releases; the discharge of regulated substances to air or water; and the demolition of existing plant sites upon permanent closure. In the United States, these laws include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act and various other federal, state, provincial, local and international statutes. In Europe, these regulations include the Registration, Evaluation, Authorisation & Restriction of Chemicals Regulation, as well as other provincial, local and international statutes. Violations of environmental, health and safety laws can result in substantial penalties, court orders to install pollution-control equipment, civil and criminal sanctions, permit revocations and facility shutdowns. In addition, environmental, health and safety laws and regulations may impose joint and several liability, without regard to fault, for cleanup costs on potentially responsible parties who have released or disposed of hazardous substances into the environment.

Legal Proceedings

In the ordinary course of business, the ENA business is, and will continue to be, involved in various claims and legal proceedings, some of which are covered in whole or in part by insurance. The ENA business may not be able to predict the timing or outcome of these or future claims and

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proceedings with certainty, and an unfavorable resolution of one or more of such matters could have a material adverse effect on our financial condition, results of operations or cash flows. Currently, the ENA business is not party to any legal proceedings that, individually or in the aggregate, are reasonably likely to have a material adverse effect on the ENA business' financial condition, results of operations or cash flows.

Employees and Labor Relations

As of June 30, 2015, the ENA business employed approximately 921 employees.

OCI N.V.

OCI, the parent of the ENA business and a Dutch company headquartered in Amsterdam, the Netherlands, is a global producer and distributor of nitrogen-based fertilizers and industrial chemicals. OCI owns and operates nitrogen-based fertilizer and industrial chemical production facilities in the Netherlands, the United States, Egypt, Algeria, and China. OCI's global distribution network includes operations in Europe, Asia, the Middle East, North America, and South America. For more information, see "The Parties to the Combination—OCI"

Brief History of OCI N.V.'s Fertilizer and Industrial Chemical Activities

OCI's roots extend to 1950, when its predecessor construction company was founded in Egypt by Onsi Sawiris, the father of OCI's Chief Executive Officer, Nassef Sawiris. OCI's entry into the fertilizer industry began with a minority investment in Egypt Basic Industries Corporation, which is referred to in this document as EBIC, in 2005, building on OCI's experience in constructing greenfield nitrogen fertilizer plants dating back to 2000.

Over the past ten years, OCI has grown to become a leading global nitrogen fertilizer and industrial chemical producer through both greenfield investments and strategic acquisitions of assets. Between 2005 and 2009, OCI focused on growing its nitrogen fertilizer capacity in North Africa through the construction of the Egyptian Fertilizers Company, which is referred to in this document as EFC, and Sorfert Algérie, which is referred to in this document as Sorfert. In 2008, OCI acquired 100% of EFC and increased its ownership in EBIC to 60%. In 2010, OCI expanded its presence into Europe by acquiring 100% of Royal DSM's nitrogen fertilizer and melamine production subsidiaries, which OCI renamed OCI Nitrogen, and also acquired an ammonia terminal operator in the port of Rotterdam, which OCI renamed OCI Terminal Europoort. In 2011, OCI further expanded its global presence and entered into the methanol market by acquiring 100% of Pandora Methanol LLC, which it renamed OCI Beaumont. In 2012, OCI announced that it broke ground on IFCo, the first greenfield nitrogen fertilizer complex to be built in the United States in 25 years. In 2013, OCI announced that it would construct the Natgasoline project, which is expected to be one of the world's largest methanol production facilities. OCI also re-domiciled from Egypt to the Netherlands in 2013 to become OCI N.V. In 2015, OCI completed the demerger of its engineering and construction business from its fertilizer and chemicals business, with the demerged entity, Orascom Construction Limited, being publicly traded on NASDAQ Dubai and having a secondary listing on the Egyptian Exchange.

OCI's current annual nitrogen fertilizer and industrial chemical production capacity is 8.4 million metric tons, growing to 12.5 million metric tons by 2017 upon completion of all planned construction activities.

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The Remaining Business of OCI Following the Combination

OCI will continue to be a Dutch company listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. Its remaining activities will comprise:

•: Egyptian Fertilizers Company (100% owned): a 1.55 million metric ton per year granular urea plant located in Egypt. The facility also includes a 325 thousand metric ton per year UAN blending unit, which was added on-site in 2010.
•: Sorfert Algérie (51% owned): an integrated nitrogen fertilizer producer located in Algeria, capable of producing 1.26 million metric tons of urea and 1.6 million metric tons of gross anhydrous ammonia per year.
•: Egypt Basic Industries Corporation (60% owned): a 0.73 million metric ton per year anhydrous ammonia plant located in Egypt. The plant also owns and is connected by pipeline to two 40 thousand metric ton refrigerated ammonia storage tanks next to the loading jetty at Sokhna Port.
•: BioMCN (100% owned): a 0.44 million metric ton per year methanol producer and pioneer in bio-methanol production located in the Netherlands.
•: Natgasoline LLC: a greenfield methanol production facility under construction in Beaumont, Texas (100% owned, unless the conditions to the Natgasoline joint venture are satisfied or waived and the Natgasoline joint venture is consummated as contemplated by the combination agreement, in which case 55% owned subject to New CF's option to purchase such 55% equity interest for a certain amount of time post-closing). See "Combination Agreement—The Natgasoline Joint Venture," "Combination Agreement—Conditions to the Natgasoline Joint Venture" and "Natgasoline Joint Venture."

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information of New CF is presented to illustrate the effects of the following, which we refer to in this section as the pro forma transactions:

•: the combination and related financing transactions;
•: CF Holdings' acquisition on July 31, 2015 of the 50% equity interest in CF Fertilisers not already owned by CF Holdings;
•: the CHS strategic venture, which is expected to take effect in the first quarter of 2016;
•: the disposition of CF Holdings' phosphate business, which was completed in March 2014; and
•: the issuance by CF Industries of $1.0 billion principal amount of senior notes in September 2015.

The unaudited pro forma condensed combined financial information is referred to herein as the pro forma financial information and includes an unaudited pro forma condensed combined balance sheet as of September 30, 2015, referred to herein as the pro forma balance sheet, unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015 and the year ended December 31, 2014, referred to herein as the pro forma income statements, and accompanying notes, referred to herein as the notes to the pro forma financial information.

The pro forma income statements give effect to the pro forma transactions as if the pro forma transactions had been completed on January 1, 2014. The pro forma balance sheet gives effect to the pro forma transactions other than the disposition of CF Holdings' phosphate business, the acquisition of CF Fertilisers and the senior notes issuance by CF Industries as if such transactions had been completed on September 30, 2015. The completion of the disposition of CF Holdings' phosphate business, the acquisition of CF Fertilisers and the senior notes issuance by CF Industries occurred before September 30, 2015 and, accordingly, these pro forma transactions are reflected in the historical unaudited consolidated balance sheet of CF Holdings as of September 30, 2015.

The pro forma financial information is based in part on certain assumptions regarding the pro forma transactions that we currently believe are factually supportable and reflects adjustments that give effect to events that we currently believe are factually supportable and that we currently expect to have a continuing impact on the consolidated results of New CF. The pro forma adjustments reflected in the pro forma financial information are preliminary and are based upon available information and certain assumptions described in the notes to the pro forma financial information that management believes are reasonable under the circumstances. Actual results may differ materially from such assumptions.

The pro forma balance sheet and the pro forma income statements are based upon the historical audited and unaudited consolidated financial statements of CF Holdings and the combined carve-out financial statements and unaudited condensed combined interim carve-out financial information of the ENA business. The pro forma financial information should be read in conjunction with the historical audited and unaudited consolidated financial statements of CF Holdings that are incorporated by reference in this document and the historical audited combined carve-out financial statements and the unaudited condensed combined interim carve-out financial statements of the ENA business appearing elsewhere in this document. The pro forma financial information should also be read in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in CF Holdings' Current Report on Form 8-K filed on December 15, 2015, which is incorporated by reference in this document, with the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in CF Holdings' Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2015, which are incorporated by reference in this document, and "Management's Discussion and Analysis of

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Financial Condition and Results of Operations of the ENA Business" contained elsewhere in this document. See "Where You Can Find More Information" regarding information incorporated by reference in this document.

CF Holdings prepares its financial information in accordance with U.S. GAAP with all amounts stated in U.S. dollars. The ENA business prepares its financial information in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) with all amounts presented in U.S. dollars. In this "Unaudited Pro Forma Condensed Combined Financial Information" section, references to IFRS are to IFRS as issued by the IASB. For purposes of the pro forma financial information, the ENA business historical financial information has been adjusted to conform with U.S. GAAP and certain historical financial information of the ENA business has been reclassified to conform to the historical presentation in CF Holdings' consolidated financial statements.

The combination will be accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification Topic 805, Business Combinations, referred to herein as ASC 805, with CF Holdings as the acquirer of the ENA business (other than the portion of the ENA business held by Firewater One, the entity through which OCI holds the greenfield methanol production facility under construction near Beaumont, Texas, which is referred to in this document as the Natgasoline project). The combination agreement provides, subject to the satisfaction or waiver of specified conditions, for the purchase by CF Holdings (or its designee) of a 45% equity interest in Firewater One, but the conditions to the consummation of that transaction, which is referred to in this document as the Natgasoline joint venture, include a number of conditions in addition to those to which the combination as a whole is subject. See "Combination Agreement-Conditions to the Natgasoline Joint Venture." As of December 23, 2015, the additional conditions to the Natgasoline joint venture had not yet been satisfied or waived. Accordingly, the pro forma financial information reflects the assumption that the conditions to the consummation of the Natgasoline joint venture are not satisfied or waived at or prior to the closing, such that the Natgasoline joint venture would not be consummated upon the consummation of the combination. As a result, the pro forma balance sheet does not reflect the $517.5 million investment in the 45% equity interest in Firewater One contemplated by the terms of the Natgasoline joint venture or the corresponding decrease in cash for the purchase consideration for that equity interest.

Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their fair value as of the acquisition date. For purposes of the pro forma financial information, the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of the ENA business and CF Fertilisers are based on preliminary estimates of fair value as of September 30, 2015 and July 31, 2015, respectively. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed is recognized as goodwill. Management believes the fair values recognized in the pro forma financial information for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions, including, where applicable, current market-based assumptions. Preliminary fair value estimates may change as additional information becomes available.

Management has not yet completed the detailed valuation analysis necessary to arrive at the required estimates of the fair value of the ENA business' assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. A final determination of the fair value of the ENA business' assets and liabilities, including intangible assets with both indefinite or finite lives, will be based on the actual net tangible and intangible assets and liabilities of the ENA business that exist as of the closing date of the combination and, therefore, cannot be made prior to the consummation of the combination. As a result, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the pro forma financial information. The fair value of the ENA business' assets and liabilities has been estimated based on

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discussions with management of the ENA business, preliminary valuation studies, and information presented in public filings. Until the combination is consummated, both companies are limited in their ability to share certain information. Upon the closing of the combination, final valuations will be performed. Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in differences from this pro forma financial information. The final amounts recognized under the acquisition method of accounting will be different from that reflected in the pro forma information presented herein, and this difference may be material.

All equity-based instruments held by employees of the ENA business due to their participation in share-based payment arrangements of OCI will be cash-settled immediately prior to completion of the combination. The determination of amounts to be received by holders of such instruments will be based on the market price of the OCI ordinary shares and Orascom Construction Limited ordinary shares at such time, given that in connection with the demerger of Orascom Construction Limited each OCI ordinary share was distributed 0.5 ordinary shares of Orascom Construction Limited. Based on the closing share price of OCI ordinary shares of €22.38 and the closing share price of Orascom Construction Limited ordinary shares of $11.00, each as of September 30, 2015, the total cash amount to be received by holders of such instruments would be €1,038,667, or based on the U.S. dollar to Euro exchange rate of $1.1177 as of September 30, 2015, $1,160,918. Pursuant to the terms of the combination agreement, CF Holdings and New CF do not have any obligation with respect to such instruments and, accordingly, the impact of the cash settlement with respect to such instruments has not been reflected in the pro forma financial information.

The pro forma financial information has been prepared by management in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the pro forma transactions occurred as of the dates indicated. The pro forma financial information is not meant to be indicative of any anticipated combined financial position or future results of operations that New CF will experience after the pro forma transactions occur. In addition, the pro forma financial information does not include the impact of certain future changes that are expected to occur, such as an increase in production capacity from the capacity expansion projects of CF Holdings and the ENA business described in note 1 to the pro forma financial information. Additionally, the pro forma financial information does not include any operational synergies, tax savings or other cost savings that may be achieved subsequent to the pro forma transactions. The income tax rate that will be applied to income for New CF will be the rate applicable to the income in the jurisdiction where the income is earned. The effective tax rate of New CF could be significantly different depending on post-acquisition activities, including cash needs and the geographical mix of earnings.

Furthermore, the pro forma income statements do not include the impact of any non-recurring activity and one-time transaction related costs or certain other adjustments, which may be significant. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting for the combination, as well as between the assumed and actual financing sources and terms in connection with the combination, as described above, will occur and could have a material impact on the pro forma financial information and New CF's consolidated financial position and future consolidated results of operations.

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New CF

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2015

	Historical CF Holdings			Other Pro Forma Adjustments (Note 3)			Pro Forma Prior to the ENA Business Acquisition			Historical ENA Business Adjusted for U.S. GAAP and Reclassifications (Note 4)		ENA Business Acquisition Pro Forma Adjustments (Note 5)			Pro Forma

	(in millions)
Assets
Cash and cash equivalents	$	943.2		$	2,796.3		$	3,739.5		$	126.4	$	(27.2	)	$	3,838.7
Restricted cash		25.9			—			25.9			212.2		—			238.1
Accounts receivable—net		251.9			—			251.9			160.9		—			412.8
Inventories		329.8			—			329.8			64.8		29.8			424.4
Related party receivables		—			—			—			67.9		(47.8	)		20.1
Loans to related parties		—			—			—			169.4		(148.9	)		20.5
Deferred income taxes		67.8			—			67.8			25.1		—			92.9
Prepaid income taxes		111.0			—			111.0			22.8		—			133.8
Other current assets		34.6			—			34.6			14.4		(1.6	)		47.4

Total current assets		1,764.2			2,796.3			4,560.5			863.9		(195.7	)		5,228.7
Property, plant and equipment—net		7,939.6			—			7,939.6			3,337.0		517.4			11,794.0
Investments in and advances to affiliates		359.8			—			359.8			40.5		—			400.3
Goodwill		2,407.2			—			2,407.2			43.9		1,547.4			3,998.5
Other intangible assets—net		162.4			—			162.4			14.5		945.2			1,122.1
Deferred income taxes		—			—			—			2.0		(1.8	)		0.2
Other assets		236.6			—			236.6			35.8		(34.4	)		238.0

Total assets	$	12,869.8		$	2,796.3		$	15,666.1		$	4,337.6	$	2,778.1		$	22,781.8



Liabilities and Equity
Accounts payable and accrued expenses	$	825.4		$	—		$	825.4		$	172.0	$	(10.1	)	$	987.3
Income taxes payable		4.2			—			4.2			0.4		(4.2	)		0.4
Customer advances		381.9			—			381.9			—		—			381.9
Deferred income taxes		—			—			—			3.0		7.7			10.7
Related party payables		—			—			—			87.2		(54.9	)		32.3
Short-term debt and current portion of long-term debt		—			—			—			125.5		909.6			1,035.1
Other current liabilities		62.1			—			62.1			21.5		—			83.6

Total current liabilities		1,273.6			—			1,273.6			409.6		848.1			2,531.3

Long-term debt		5,592.6			—			5,592.6			1,959.6		(296.2	)		7,256.0
Deferred income taxes		909.5			—			909.5			85.1		529.3			1,523.9
Other liabilities		626.6			—			626.6			28.8		—			655.4
Equity:
Preferred stock		—			—			—			—		—			—
Common stock		2.4			—			2.4			—		0.8			3.2
Paid-in capital		1,374.6			—			1,374.6			—		3,549.0			4,923.6
Retained earnings		3,101.3			(3.7	)		3,097.6			—		(106.6	)		2,991.0
Treasury stock		(152.7	)		—			(152.7	)		—		—			(152.7	)
Accumulated other comprehensive loss		(213.6	)		—			(213.6	)		—		—			(213.6	)
Owner's net investment		—			—			—			1,802.6		(1,802.6	)		—

Total stockholders' equity		4,112.0			(3.7	)		4,108.3			1,802.6		1,640.6			7,551.5
Noncontrolling interest		355.5			2,800.0			3,155.5			51.9		56.3			3,263.7

Total equity		4,467.5			2,796.3			7,263.8			1,854.5		1,696.9			10,815.2

Total liabilities and equity	$	12,869.8		$	2,796.3		$	15,666.1		$	4,337.6	$	2,778.1		$	22,781.8

See accompanying notes to the unaudited pro forma condensed combined financial information.

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New CF

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2015

	Historical CF Holdings			CF Fertilisers Pro Forma Adjustments (Note 2)			Other Pro Forma Adjustments (Note 3)			Pro Forma Prior to the ENA Business Acquisition			Historical ENA Business Adjusted for U.S. GAAP and Reclassifications (Note 4)			ENA Business Acquisition Pro Forma Adjustments (Note 5)			Pro Forma

	(in millions, except per share amounts)
Net sales	$	3,192.5		$	368.6		$	—		$	3,561.1		$	1,300.7		$	(127.2	)	$	4,734.6
Cost of sales		1,925.8			311.1			—			2,236.9			1,017.8			(81.8	)		3,172.9

Gross margin		1,266.7			57.5			—			1,324.2			282.9			(45.4	)		1,561.7

Selling, general and administrative expenses		119.6			12.8			—			132.4			118.9			23.6			274.9
Transaction costs		37.4			(3.5	)		(3.8	)		30.1			—			(29.4	)		0.7
Other operating—net		73.7			4.5			—			78.2			1.0			0.3			79.5

Total other operating costs and expenses		230.7			13.8			(3.8	)		240.7			119.9			(5.5	)		355.1
Equity in earnings of operating affiliates		20.0			—			—			20.0			—			—			20.0

Operating earnings		1,056.0			43.7			3.8			1,103.5			163.0			(39.9	)		1,226.6
Interest expense		93.2			0.5			35.9			129.6			22.8			20.3			172.7
Interest income		(1.2	)		(0.1	)		—			(1.3	)		(10.1	)		5.0			(6.4	)
Other non-operating—net		4.7			—			—			4.7			—			—			4.7

Earnings before income taxes and equity in earnings (losses) of non-operating affiliates		959.3			43.3			(32.1	)		970.5			150.3			(65.2	)		1,055.6
Income tax provision		333.5			8.9			(34.5	)		307.9			16.5			(26.0	)		298.4
Equity in earnings (losses) of non-operating affiliates—net of taxes		72.3			(107.2	)		—			(34.9	)		5.0			—			(29.9	)

Net earnings		698.1			(72.8	)		2.4			627.7			138.8			(39.2	)		727.3
Less: Net earnings attributable to noncontrolling interest		24.7			—			63.6			88.3			7.5			3.9			99.7

Net earnings attributable to common stockholders	$	673.4		$	(72.8	)	$	(61.2	)	$	539.4		$	131.3		$	(43.1	)	$	627.6



Net earnings per share attributable to common stockholders (Note 6):
Basic	$	2.85																	$	1.96



Diluted	$	2.84																	$	1.87



Weighted-average common shares outstanding (Note 6):
Basic		236.0																		320.6



Diluted		236.9																		332.2

See accompanying notes to the unaudited pro forma condensed combined financial information.

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New CF

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2014

	Historical CF Holdings			CF Fertilisers Pro Forma Adjustments (Note 2)			Other Pro Forma Adjustments (Note 3)			Pro Forma Prior to the ENA Business Acquisition			Historical ENA Business Adjusted for U.S. GAAP and Reclassifications (Note 4)			ENA Business Acquisition Pro Forma Adjustments (Note 5)			Pro Forma

	(in millions, except per share amounts)
Net sales	$	4,743.2		$	664.6		$	(168.4	)	$	5,239.4		$	2,266.6		$	(349.7	)	$	7,156.3
Cost of sales		2,964.7			559.0			(158.3	)		3,365.4			1,825.2			(277.9	)		4,912.7

Gross margin		1,778.5			105.6			(10.1	)		1,874.0			441.4			(71.8	)		2,243.6

Selling, general and administrative expenses		151.9			18.1			—			170.0			168.4			23.7			362.1
Other operating—net		53.3			1.1			—			54.4			(6.5	)		0.6			48.5

Total other operating costs and expenses		205.2			19.2			—			224.4			161.9			24.3			410.6
Gain on sale of phosphate business		750.1			—			(750.1	)		—			—			—			—
Equity in earnings of operating affiliates		43.1			—			—			43.1			—			—			43.1

Operating earnings		2,366.5			86.4			(760.2	)		1,692.7			279.5			(96.1	)		1,876.1
Interest expense		178.2			0.6			49.0			227.8			47.4			17.8			293.0
Interest income		(0.9	)		(0.3	)		—			(1.2	)		(28.7	)		20.1			(9.8	)
Other non-operating—net		1.9			0.1			—			2.0			—			—			2.0

Earnings before income taxes and equity in earnings of non-operating affiliates		2,187.3			86.0			(809.2	)		1,464.1			260.8			(134.0	)		1,590.9
Income tax provision		773.0			18.5			(344.3	)		447.2			54.6			(40.2	)		461.6
Equity in earnings of non-operating affiliates—net of taxes		22.5			(19.7	)		—			2.8			4.6			—			7.4

Net earnings		1,436.8			47.8			(464.9	)		1,019.7			210.8			(93.8	)		1,136.7
Less: Net earnings attributable to noncontrolling interest		46.5			—			108.0			154.5			25.0			1.3			180.8

Net earnings attributable to common stockholders	$	1,390.3		$	47.8		$	(572.9	)	$	865.2		$	185.8		$	(95.1	)	$	955.9



Net earnings per share attributable to common stockholders (Note 6):
Basic	$	5.43																	$	2.81



Diluted	$	5.42																	$	2.68



Weighted-average common shares outstanding (Note 6):
Basic		255.9																		340.5



Diluted		256.7																		352.0

See accompanying notes to the unaudited pro forma condensed combined financial information.

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information

1. Description of the Transactions

This note 1 provides an overview of the transactions reflected in the pro forma financial information.

CF Fertilisers Acquisition

CF Holdings completed the acquisition of the remaining 50% equity interest in CF Fertilisers not previously owned by CF Holdings on July 31, 2015 for total cash consideration of $570.4 million and CF Fertilisers became a wholly-owned subsidiary of CF Holdings. The CF Fertilisers acquisition increased CF Holdings' manufacturing capacity through the addition of CF Fertilisers' nitrogen manufacturing complexes in Ince and Billingham, United Kingdom. The Ince facility is located in northwestern England and consists of an ammonia plant, three nitric acid plants, an ammonium nitrate (AN) plant and three compound fertilizer product plants. The Billingham facility is located in the Teesside chemical area in northeastern England and consists of an ammonia plant, three nitric acid plants, a carbon dioxide plant and an AN fertilizer plant.

Prior to the July 31, 2015 acquisition by CF Holdings of the remaining 50% equity interest in CF Fertilisers not previously owned by CF Holdings, the initial 50% equity interest in CF Fertilisers owned by CF Holdings was accounted for as an equity method investment and the financial results of such investment were included in CF Holdings' consolidated statements of operations in equity in earnings of non-operating affiliates—net of taxes. The pro forma income statements give effect to the CF Fertilisers acquisition as if it had occurred on January 1, 2014. The historical balance sheet as of September 30, 2015 includes the effect of the CF Fertilisers acquisition on July 31, 2015, and, therefore, no pro forma balance sheet adjustments are required in connection with the CF Fertilisers acquisition.

CHS Strategic Venture

On August 12, 2015, CF Holdings announced that it agreed to enter into the CHS strategic venture. CHS will purchase a minority equity interest in CF Industries Nitrogen, LLC, which is referred to in this document as CF Nitrogen, a wholly-owned subsidiary of CF Holdings, for $2.8 billion. Additionally, CHS will purchase nitrogen products from CF Nitrogen under a long-term supply agreement, which is referred to in this document as the CHS supply agreement. Pursuant to the CHS supply agreement, CHS will have the right to purchase nitrogen products from CF Nitrogen at market prices. Pursuant to the CF Nitrogen limited liability company agreement, CHS will be entitled to semi-annual profit distributions from CF Nitrogen in respect of its equity interest in CF Nitrogen based generally on the volume of nitrogen products purchased by CHS pursuant to the CHS supply agreement. The CHS strategic venture is expected to take effect in the first quarter of 2016, subject to the satisfaction of certain conditions.

The pro forma income statements give effect to the CHS strategic venture as if it had taken effect on January 1, 2014. The pro forma balance sheet gives effect to the CHS strategic venture as if it had taken effect on September 30, 2015.

Phosphate Business Disposition

On March 17, 2014, CF Holdings completed the sale of its entire phosphate mining and manufacturing business, referred to herein as the phosphate business, which was located in Florida, to The Mosaic Company, for approximately $1.4 billion in cash. CF Holdings' consolidated statement of operations for the year ended December 31, 2014 includes the operations of the phosphate business

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

1. Description of the Transactions (Continued)

through March 17, 2014, plus the continuing sales of the phosphate inventory in the distribution network after March 17, 2014. The remaining phosphate inventory was sold in the second quarter of 2014; therefore, CF Holdings' historical consolidated statements of operations do not have operating results related to the phosphate business subsequent to the second quarter of 2014. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 gives effect to the sale of the phosphate business as if it had occurred on January 1, 2014. The completion of the disposition of CF Holdings' phosphate business occurred before September 30, 2015 and, accordingly, that pro forma transaction is reflected in the historical unaudited consolidated balance sheet of CF Holdings as of September 30, 2015.

Issuance of Senior Notes

On September 24, 2015, CF Industries issued $250 million aggregate principal amount of 4.49% senior notes due October 15, 2022, $500.0 million aggregate principal amount of 4.93% senior notes due October 15, 2025 and $250 million aggregate principal amount of 5.03% senior notes due October 15, 2027, referred to herein as the Private Senior Notes. The note purchase agreement governing the Private Senior Notes provides that proceeds from the issuance and sale of the Private Senior Notes may be used for general corporate purposes. Interest on the Private Senior Notes is payable semi-annually. The pro forma income statements give effect to the issuance of the Private Senior Notes as if it had occurred on January 1, 2014. The historical consolidated balance sheet of CF Holdings as of September 30, 2015 reflects the issuance of the Private Senior Notes on September 24, 2015, and, therefore, no balance sheet pro forma adjustments are required in connection with the issuance of the Private Senior Notes.

Combination

As described more fully elsewhere in this document, on August 6, 2015, CF Holdings entered into the combination agreement, which provides for the combination, subject to specified conditions, of CF Holdings with the ENA business, comprising OCI's European, North American and global distribution businesses. Under the terms of and subject to the conditions in the combination agreement:

•: New CF will acquire from OCI the entities holding the ENA business (other than the portion of the ENA business held through Firewater One) in exchange for the base consideration, consisting of New CF ordinary shares representing 25.6% (subject to downward adjustment to account for the assumption by New CF, as contemplated by the combination agreement, of any of OCI's 3.875% Convertible Bonds due 2018, referred to in this document as the convertible bonds, that remain outstanding as of the closing date of the combination) of the ordinary shares of New CF that, upon consummation of the combination, would be outstanding or subject to compensatory equity awards, and the additional consideration, consisting of an amount equal to $700 million (subject to specified adjustments) that is payable in New CF ordinary shares, cash or a mixture of cash and New CF ordinary shares; and
•: MergerCo, a wholly-owned subsidiary of New CF, will merge with and into CF Holdings, with CF Holdings surviving the merger as a wholly-owned subsidiary of New CF and each issued and outstanding share of CF Holdings being converted into the right to receive one ordinary share of New CF.

Subject to the satisfaction or waiver of specified conditions, the combination agreement also provides for the consummation of the Natgasoline joint venture, involving the purchase by CF Holdings

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

1. Description of the Transactions (Continued)

(or its designee) of a 45% equity interest in Firewater One, the entity through which OCI holds the Natgasoline project. The parties' obligation to consummate the Natgasoline joint venture is subject to the satisfaction or waiver of a number of conditions in addition to those to which the combination as a whole is subject. See "The Combination Agreement—Conditions to the Natgasoline Joint Venture." As of December 23, 2015, the additional conditions to the Natgasoline joint venture had not yet been satisfied or waived. Accordingly, the pro forma financial information reflects the assumption that the conditions to the consummation of the Natgasoline joint venture are not satisfied or waived at or prior to the closing, such that the Natgasoline joint venture would not be consummated upon the consummation of the combination. As a result, the pro forma balance sheet does not reflect the $517.5 million investment in the 45% equity interest in Firewater One contemplated by the terms of the Natgasoline joint venture or the corresponding decrease in cash for the purchase consideration for that equity interest.

The pro forma income statements give effect to the combination, including the related financing described below under "—Financing Related to the Combination," as if it had occurred on January 1, 2014. The pro forma balance sheet gives effect to the combination, including the related financing, as if it had occurred on September 30, 2015.

Financing Related to the Combination

New CF expects that it will require a total of approximately $1.0 billion in cash in connection with the consummation of the combination to repay indebtedness of the ENA business and to pay transaction fees and expenses. New CF expects to fund this cash requirement from borrowings under the bridge credit agreement and/or alternative external financing, together with CF Holdings' cash on hand. This expected $1.0 billion cash requirement reflects the assumption that the conditions to the consummation of the Natgasoline joint venture are not satisfied or waived at or prior to the closing, such that the Natgasoline joint venture would not be consummated upon the consummation of the combination. In the event that the conditions to the consummation of the Natgasoline joint venture are satisfied or waived and the Natgasoline joint venture is consummated, New CF expects that the additional $517.5 million in cash required to pay the consideration for the 45% equity interest in Firewater One would be funded from the same sources.

The bridge credit agreement provides for, among other things, a single borrowing on the closing date of tranche B bridge loans of up to $3.0 billion that may be used by New CF to pay the cash portion, if any, of the consideration payable pursuant to the combination agreement, to consummate the refinancing of specified debt in connection with the transactions contemplated by the combination agreement; to pay fees and expenses in connection with the transactions contemplated by the bridge credit agreement and the combination agreement; and in an amount of up to $1.3 billion for general corporate purposes. The bridge credit agreement has a contractual maturity of 364 days. See "The Combination—Financing Related to the Combination—Bridge Credit Agreement" for additional information regarding the terms of the bridge credit agreement.

Expansion Projects and Synergies

CF Holdings and the ENA business each have capacity expansion projects underway that are expected to result in production capacity being added in late 2015, 2016 and 2017. The projected net sales, production costs and gross margin that would result from the additional output from the expansion projects following their completion has not been reflected in the pro forma financial

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1. Description of the Transactions (Continued)

information. The costs during the construction phases of the expansion projects, including costs that have been capitalized and costs that have not qualified for capitalization and have been expensed, are included in the historical financial results of CF Holdings and the ENA business.

The CF Holdings and ENA business capacity expansion projects (other than the ENA business's Natgasoline project) consist of the following:

•: CF Holdings has two projects to expand production capacity of ammonia, granular urea and urea ammonium nitrate solution (UAN) at its Donaldsonville, Louisiana and Port Neal, Iowa complexes. The table below outlines on a product-by-product basis the projected annual capacity that is expected to result from, and expected start-up dates of, these capacity expansion projects.
•: The ENA business is constructing a greenfield nitrogen fertilizer facility near Wever, Iowa to manufacture ammonia, granular urea, UAN and diesel exhaust fluid. The table below outlines on a product-by-product basis the projected annual capacity that is expected to result from, and the expected start-up date of, this greenfield project.

	Expected Start-Up Date

CF Holdings Expansion Projects:
Donaldsonville, Louisiana
Ammonia—gross	Early 2016	1,274
Ammonia—net	Early 2016	184
Granular urea(1)	Not applicable	686
UAN	Early 2016	1,768
Port Neal, Iowa
Ammonia—gross	Mid 2016	849
Ammonia—net	Mid 2016	81
Granular urea	Q3 2016	1,348
ENA Business Expansion Project:
Wever, Iowa
Ammonia—gross	Q1 2016	849
Ammonia—net	Q1 2016	204
Granular urea	Q1 2016	278
UAN	Q1 2016	1,117
Diesel exhaust fluid	Q1 2016	66

(1): Start-up occurred in the fourth quarter of 2015.
(2): Projected annual capacity figures are based on 350 operating days per year and assume a typical product mix. Upgraded product volume can vary from the projected annual capacity shown in the table depending on chosen product mix.

The pro forma financial information does not reflect any benefits or synergies that may result from the reduction of duplicative overhead costs, the benefits of restructuring activities, if any, or the synergies that may result from the operational efficiencies of management's actions to combine the businesses of CF Holdings and the ENA business in the most operationally beneficial way. In addition, CF Holdings and the ENA business will be combined under New CF, a new holding company

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1. Description of the Transactions (Continued)

incorporated under the law of the Netherlands as a private company with limited liability that will convert into a public company with limited liability in connection with the completion of the combination. Any benefits that may result from the combination due to a reduction in tax rates of business operations being conducted in lower tax jurisdictions has not been reflected in the pro forma financial information, and any expenses related to the new corporate office function have not been reflected in the pro forma financial information.

2. CF Fertilisers Acquisition Pro Forma Adjustments

As a result of the CF Fertilisers acquisition, CF Fertilisers became a wholly-owned subsidiary of CF Holdings on July 31, 2015. Prior to July 31, 2015 during the periods for which the pro forma income statement is presented, CF Holdings held a 50% equity interest in CF Fertilisers that was accounted for as an equity method investment. The following pro forma adjustments reflect the impact of reversing the equity in earnings of CF Fertilisers under the equity method and recording the results of CF Fertilisers as a consolidated subsidiary of CF Holdings. The historical consolidated balance sheet of CF Holdings as of September 30, 2015 includes the effect of the CF Fertilisers acquisition on July 31, 2015; therefore, no pro forma balance sheet adjustments are required in connection with the CF Fertilisers acquisition. The pro forma income statements give effect to the CF Fertilisers acquisition as if it had occurred on January 1, 2014.

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2. CF Fertilisers Acquisition Pro Forma Adjustments (Continued)

The following table reflects the pro forma adjustments for the nine months ended September 30, 2015.

	Historical CF Fertilisers U.S. GAAP			Elimination of CF Holdings' Equity in Earnings of CF Fertilisers			CF Fertilisers Other Pro Forma Adjustments			CF Fertilisers Pro Forma Adjustments

	(in millions)
Net sales	$	368.6		$	—		$	—		$	368.6
Cost of sales		304.2			—			6.9	(2a)(2b)		311.1

Gross margin		64.4			—			(6.9	)		57.5

Selling, general and administrative expenses		11.4			—			1.4	(2c)		12.8
Transaction costs		—			—			(3.5	)(2d)		(3.5	)
Other operating—net		4.5			—			—			4.5

Total other operating costs and expenses		15.9			—			(2.1	)		13.8

Operating earnings		48.5			—			(4.8	)		43.7
Interest expense		0.5			—			—			0.5
Interest income		(0.1	)		—			—			(0.1	)

Earnings before income taxes and equity in earnings (losses) of non-operating affiliates		48.1			—			(4.8	)		43.3
Income tax provision		9.9			—			(1.0	)(2e)		8.9
Equity in earnings (losses) of non-operating affiliates—net of taxes		—			(107.2	)		—			(107.2	)

Net earnings attributable to common stockholders	$	38.2		$	(107.2	)	$	(3.8	)	$	(72.8	)

(2a): Includes the elimination of historical CF Fertilisers property, plant and equipment depreciation of $21.3 million and the recognition of pro forma depreciation expense of $36.4 million on the property, plant and equipment. The estimated fair value of the acquired property, plant and equipment as of the acquisition date of July 31, 2015 was $898.1 million. The amount of the property, plant and equipment by major asset category, including the estimated useful lives, is as follows (dollars in millions):

	July 31, 2015 Estimated Fair Value		Estimated Useful Life (years)

Land	$	21.2	Not applicable
Machinery and equipment		821.9	1 to 38
Buildings and improvements		20.2	5 to 38
Construction in progress		34.8	Not applicable

Total fair value of acquired property, plant and equipment of CF Fertilisers	$	898.1

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2. CF Fertilisers Acquisition Pro Forma Adjustments (Continued)

(2b): Includes the reversal of the inventory valuation adjustment in cost of sales of $8.2 million, which is included in the historical CF Holdings consolidated statement of operations and would not have a continuing impact on New CF's consolidated statement of operations.
(2c): Reflects the net amortization on the portion of the purchase price allocated to definite-lived intangible assets and liabilities as follows (dollars in millions):

	Preliminary Fair Value				Nine months ended September 30, 2015

Trade names	$	38.1		20	$	1.1
Customer relationships		94.9		20		2.7
Unfavorable contracts		(11.1	)	1.5		(2.4	)

	$	121.9			$	1.4

(2d): Reflects the reversal of transaction costs of $3.5 million included in CF Holdings' historical consolidated statement of operations, which would not have a continuing impact on New CF's consolidated statement of operations.
(2e): Reflects the income tax effect of pro forma adjustments based on the estimated statutory tax rate of 20.25% for the nine months ended September 30, 2015.

The following table reflects the pro forma adjustments for the year ended December 31, 2014.

	Historical CF Fertilisers U.S. GAAP			Elimination of CF Holdings' Equity in Earnings of CF Fertilisers			CF Fertilisers Other Pro Forma Adjustments			CF Fertilisers Pro Forma Adjustments

	(in millions)
Net sales	$	664.6		$	—		$	—		$	664.6
Cost of sales		552.8			—			6.2	(2f)		559.0

Gross margin		111.8			—			(6.2	)		105.6

Selling, general and administrative expenses		19.1			—			(1.0	)(2g)		18.1
Other operating—net		1.1			—			—			1.1

Total other operating costs and expenses		20.2			—			(1.0	)		19.2

Operating earnings		91.6			—			(5.2	)		86.4
Interest expense		0.6			—			—			0.6
Interest income		(0.3	)		—			—			(0.3	)
Other non-operating—net		0.1			—			—			0.1

Earnings before income taxes and equity in earnings of non-operating affiliates		91.2			—			(5.2	)		86.0
Income tax provision		19.6			—			(1.1	)(2h)		18.5
Equity in earnings of non-operating affiliates—net of taxes		—			(19.7	)		—			(19.7	)

Net earnings attributable to common stockholders	$	71.6		$	(19.7	)	$	(4.1	)	$	47.8

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2. CF Fertilisers Acquisition Pro Forma Adjustments (Continued)

(2f): Includes a net increase of $17.7 million in property, plant and equipment depreciation expense, partially offset by an $11.5 million reduction in pension expense. The $17.7 million depreciation expense adjustment includes the elimination of $51.3 million of historical depreciation expense and the recognition of $69.0 million of depreciation expense on fixed assets. The $11.5 million pension expense adjustment represents the net impact of the recalculation of pension expense by the pension plan's actuaries.
(2g): Includes a $0.2 million net reduction in depreciation expense and a $0.8 million net reduction in amortization expense. The $0.2 million depreciation adjustment includes the reversal of $1.2 million of historical depreciation expense of CF Fertilisers and the recognition of $1.0 million of depreciation expense on the property, plant and equipment. The $0.8 million reduction in amortization expense of definite-lived intangible assets and liabilities is as follows (dollars in millions):

	Preliminary Fair Value				Year ended December 31, 2014

Trade names	$	38.1		20	$	2.0
Customer relationships		94.9		20		5.0
Unfavorable contracts		(11.1	)	1.5		(7.8	)

	$	121.9			$	(0.8	)

(2h): Reflects the income tax effect of pro forma adjustments based on the estimated statutory tax rate of 21.5% for the year ended December 31, 2014.

3. Other Pro Forma Adjustments

The other pro forma adjustments consist of adjustments for the CHS strategic venture, the phosphate business disposition and the issuance of the Private Senior Notes. Each of these transactions is described in note 1 to the pro forma financial information.

Pro Forma Balance Sheet Adjustments

The pro forma balance sheet adjustments detailed in the table below reflect the CHS strategic venture as if it had commenced on September 30, 2015. The completion of the disposition of CF Holdings' phosphate business and the issuance of the Private Senior Notes occurred before September 30, 2015 and, accordingly, those pro forma transactions are reflected in the historical unaudited consolidated balance sheet of CF Holdings as of September 30, 2015.

	As of September 30, 2015

	CHS(3a)
	(in millions)
Cash and cash equivalents	$	2,796.3
Retained earnings		(3.7	)
Noncontrolling interest		2,800.0

(3a): The pro forma adjustment to noncontrolling interest of $2.8 billion represents the proceeds from the sale of the equity in CF Nitrogen that CHS agreed to purchase as part of the CHS strategic venture. The pro forma adjustment of $2,796.3 million to cash and cash equivalents represents such proceeds less $3.7 million of transaction expenses pertaining to the CHS strategic venture.

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3. Other Pro Forma Adjustments (Continued)

Pro Forma Income Statement Adjustments

The pro forma adjustments detailed in the table below reflect the impact of the CHS strategic venture, the issuance of the Private Senior Notes and the sale of the phosphate business as if such pro forma transactions had been completed on January 1, 2014.

	Nine Months Ended September 30, 2015									Year Ended December 31, 2014

	CHS Strategic Venture(3b)			Private Senior Notes(3c)			Total			CHS Strategic Venture(3b)			Private Senior Notes(3c)			Sale of Phosphate Business(3d)			Total
	(in millions)
Net sales	$	—		$	—		$	—		$	—		$	—		$	(168.4	)	$	(168.4	)
Cost of sales		—			—			—			—			—			(158.3	)		(158.3	)

Gross margin		—			—			—			—			—			(10.1	)		(10.1	)
Transaction costs		(3.8	)		—			(3.8	)		—			—			—			—
Gain on sale of phosphate business		—			—			—			—			—			(750.1	)		(750.1	)

Operating earnings		3.8			—			3.8			—			—			(760.2	)		(760.2	)
Interest expense		—			35.9			35.9			—			49.0			—			49.0

Earnings before income taxes and equity in earnings (losses) of non-operating affiliates		3.8			(35.9	)		(32.1	)		—			(49.0	)		(760.2	)		(809.2	)
Income tax provision		(20.9	)		(13.6	)		(34.5	)		(35.5	)		(18.5	)		(290.3	)		(344.3	)

Net earnings		24.7			(22.3	)		2.4			35.5			(30.5	)		(469.9	)		(464.9	)
Less: Net earnings attributable to noncontrolling interest		63.6			—			63.6			108.0			—			—			108.0

Net earnings attributable to common stockholders	$	(38.9	)	$	(22.3	)	$	(61.2	)	$	(72.5	)	$	(30.5	)	$	(469.9	)	$	(572.9	)

(3b): Reflects the reversal of the transaction costs of $3.8 million related to the CHS transaction included in CF Holdings' historical consolidated statement of operations, which would not have a continuing impact on New CF's consolidated statement of operations.

This adjustment also includes the pro forma adjustments to net earnings attributable to noncontrolling interest of $63.6 million and $108.0 million for the nine months ended September 30, 2015 and for the year ended December 31, 2014, respectively, reflecting the allocation of net income of CF Nitrogen to the equity interest to be acquired by CHS. The income tax effect of these adjustments is reflected in the income tax provision adjustments at the effective tax rate of 32.9%. The 32.9% effective tax rate reflects the U.S. federal tax rate of 35.0% and a 2.8% blended state tax rate, net of the federal tax benefit as impacted by certain permanent tax benefits. The permanent tax benefits include the qualified production activities deduction relating to the historical operating earnings of CF Industries attributable to CHS and are reflected as a pro forma adjustment to the noncontrolling interest.

(3c): Represents interest expense on the Private Senior Notes issued on September 24, 2015. The adjustment is to record incremental interest expense for the period from January 1, 2014 through September 24, 2015. The effective interest rates used to calculate the interest expense are 4.61%,

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3. Other Pro Forma Adjustments (Continued)

5.02%, and 5.11% on the Private Senior Notes due 2022, 2025, and 2027, respectively. The effective interest rates reflect the contractual rates of the Private Senior Notes due 2022, 2025, and 2027 of 4.49%, 4.93% and 5.03%, respectively, and the amortization of deferred financing costs. The income tax effect of these adjustments is reflected in the income tax provision adjustments at the estimated statutory tax rate of 37.8%.

(3d): CF Holdings' historical consolidated statement of operations for the year ended December 31, 2014 includes the results of operations of the phosphate business through March 17, 2014, plus the continuing sales of the phosphate inventory in the distribution network after March 17, 2014. The remaining phosphate inventory was sold in the second quarter of 2014; therefore, the phosphate segment does not have operating results subsequent to the second quarter of 2014. The adjustments reflect the removal of the phosphate business' results of operations. In addition, the adjustments include the reversal of the gain on sale of the phosphate business, because the gain would not have a continuing impact on New CF's consolidated statement of operations.

The applicable effective tax rate for the pro forma adjustment for the removal of the results of operations of the phosphate business and continuing sales of phosphate inventory is 29.5%. This effective tax rate reflects the U.S. federal tax rate of 35.0% and a blended state tax rate of 2.8%, net of federal benefit as impacted by permanent tax benefits related to the qualified production activities deduction and statutory depletion as these deductions relate to the operations of the phosphate business.

The applicable effective tax rate for the reversal of the gain on the sale of the phosphate business is 38.3%. This rate reflects the U.S. federal tax rate of 35.0% and the blended state tax rate of 3.3%, net of federal benefit that was applicable to the gain reported in CF Holdings' historical consolidated statement of operations. The effective tax rate applicable to the gain on the sale of the phosphate business does not reflect any tax benefit such as the benefit attributable to the qualified production activities deduction and statutory depletion applicable to the operations of the phosphate business.

4. Historical Financial Statements of the ENA Business Adjusted for U.S. GAAP

The historical financial information of the ENA business was prepared in accordance with IFRS. The unaudited financial information of the ENA business reflected in the pro forma financial information has been adjusted for the identified preliminary differences between IFRS and U.S. GAAP. In addition, certain amounts were reclassified from the unaudited historical financial statements of the ENA business so that their presentation would be consistent with the financial statement line items of CF Holdings. These adjustments and reclassifications are based on management's preliminary analysis. Management's analysis is ongoing and, at the time of preparing the pro forma financial information, management is not aware of any material differences between IFRS and U.S. GAAP or between the accounting policies of CF Holdings and the ENA business, other than those for which adjustments or reclassifications, as applicable, are made herein. Following the combination, management will conduct a final review of the ENA business' accounting policies and differences between IFRS and U.S. GAAP in an effort to determine if additional differences in accounting policies and/or additional differences between IFRS and U.S. GAAP require adjustment or reclassification of ENA business' results of operations or require adjustment or reclassification of assets or liabilities to conform to CF Holdings' accounting policies and classifications, or to conform to U.S. GAAP. As a result of that review, management may identify differences that, when conformed, could have a material impact on the pro forma financial information.

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4. Historical Financial Statements of the ENA Business Adjusted for U.S. GAAP (Continued)

Unaudited Condensed Combined Interim Carve-out Statement of Financial Position of the ENA Business as of September 30, 2015 Adjusted for U.S. GAAP and Reclassifications

The following table reflects the adjustments made to the unaudited condensed combined interim carve-out statement of financial position of the ENA business as of September 30, 2015 to account for differences between IFRS and U.S. GAAP and to reclassify certain amounts for consistent presentation with the CF Holdings' historical financial statements. Certain line items in the unaudited condensed combined interim carve-out statement of financial position of the ENA business have been renamed to conform to the line items used in the CF Holdings' financial statements.

	Historical ENA Business (IFRS)		IFRS to U.S. GAAP Adjustments and Reclassifications			Historical ENA Business Adjusted for U.S. GAAP and Reclassifications

	(in millions)
Assets
Cash and cash equivalents	$	338.6	$	(212.2	)(4a)	$	126.4
Restricted cash		—		212.2	(4a)		212.2
Accounts receivable—net		172.4		(11.5	)(4b)		160.9
Inventories		64.8		—			64.8
Related party receivables		67.9		—			67.9
Loans to related parties		169.4		—			169.4
Deferred income taxes		1.1		24.0	(4c)		25.1
Prepaid income taxes		22.8		—			22.8
Other current assets		—		14.4	(4d)(4b)		14.4

Total current assets		837.0		26.9			863.9
Property, plant and equipment—net		3,337.0		—			3,337.0
Investments in and advances to affiliates		40.5		—			40.5
Goodwill		43.9		—			43.9
Other intangible assets—net		14.5		—			14.5
Deferred income taxes		2.0		—			2.0
Other assets		1.4		34.4	(4d)		35.8

Total assets	$	4,276.3	$	61.3		$	4,337.6



Liabilities and Equity
Accounts payable and accrued expenses	$	180.8	$	(8.8	)(4e)	$	172.0
Income taxes payable		0.4		—			0.4
Deferred income taxes		—		3.0	(4c)		3.0
Related party payables		87.2		—			87.2
Short-term debt and current portion of long-term debt		134.9		(9.4	)(4d)(4f)		125.5
Other current liabilities		0.4		21.1	(4e)(4f)		21.5

Total current liabilities		403.7		5.9			409.6

Long-term debt		1,925.2		34.4	(4d)		1,959.6
Deferred income taxes		64.1		21.0	(4c)		85.1
Other liabilities		28.8		—			28.8
Equity:
Owner's net investment		1,802.6		—			1,802.6
Noncontrolling interest		51.9		—			51.9

Total equity		1,854.5		—			1,854.5

Total liabilities and equity	$	4,276.3	$	61.3		$	4,337.6

(4a): To reclassify $212.2 million from cash and cash equivalents to restricted cash to conform to CF Holdings' presentation.

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4. Historical Financial Statements of the ENA Business Adjusted for U.S. GAAP (Continued)

(4b): To reclassify $11.5 million of prepaid expenses from accounts receivable—net to other current assets to conform to CF Holdings' presentation.
(4c): Under IFRS, deferred tax assets and liabilities are classified as noncurrent and are netted by individual tax jurisdiction. Under U.S. GAAP, the classification of deferred tax assets and liabilities as current or noncurrent follows the classification of the related nontax asset or liability as either current or noncurrent and are netted by individual tax jurisdiction. Accordingly, $24.0 million of current deferred income tax assets included on a net basis in noncurrent deferred income tax liabilities has been reclassified to current deferred income tax assets. Additionally, a noncurrent deferred tax liability of $3.0 million related to inventories has been reclassified to current deferred tax liabilities to align the presentation with the classification of inventories as a current asset.
(4d): Under IFRS, debt issuance costs are deducted from the carrying value of the financial liability and are not recorded as separate assets. Under U.S. GAAP, debt issuance costs are capitalized as separate assets to be amortized over the life or period to be used of the financial liability. Accordingly, $2.9 million and $34.4 million of debt issuance costs reflected in current portion of long-term debt and long-term debt, respectively, have been reclassified to other current assets and other assets, respectively.
(4e): To reclassify $8.8 million of accounts payable and accrued expenses to other current liabilities to conform to CF Holdings' presentation.
(4f): To reclassify $12.3 million of bank overdraft from short-term debt to other current liabilities to conform to CF Holdings' presentation.

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

4. Historical Financial Statements of the ENA Business Adjusted for U.S. GAAP (Continued)

Unaudited Condensed Combined Interim Carve-out Statement of Profit or Loss of the ENA Business Adjusted for U.S. GAAP and Reclassifications

The following table reflects the adjustments made to the unaudited condensed combined interim carve-out statement of profit or loss of the ENA business to account for differences between IFRS and U.S. GAAP and to reclassify certain amounts for consistent presentation with the CF Holdings' historical financial statements. Certain line items in the unaudited condensed combined interim carve-out statement of profit or loss of the ENA business have been renamed to conform to the line items used in the CF Holdings' financial statements.

For the nine months ended September 30, 2015	Historical ENA Business (IFRS)			IFRS to U.S. GAAP Adjustments and Reclassifications			Historical ENA Business Adjusted for U.S. GAAP and Reclassifications

	(in millions)
Net sales	$	1,300.7		$	—		$	1,300.7
Cost of sales		1,017.8			—			1,017.8

Gross margin		282.9			—			282.9

Selling, general and administrative expenses		118.9			—			118.9
Other operating—net		3.2			(2.2	)(4g)		1.0

Total other operating costs and expenses		122.1			(2.2	)		119.9

Operating earnings		160.8			2.2			163.0
Interest expense		23.7			(0.9	)(4g)		22.8
Interest income		(13.2	)		3.1	(4g)		(10.1	)

Earnings before income taxes and equity in earnings (losses) of non-operating affiliates		150.3			—			150.3
Income tax provision		16.5			—			16.5
Equity in earnings (losses) of non-operating affiliates-net of taxes		5.0			—			5.0

Net earnings		138.8			—			138.8
Less: Net earnings attributable to noncontrolling interest		7.5			—			7.5

Net earnings attributable to common stockholders	$	131.3		$	—		$	131.3

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

4. Historical Financial Statements of the ENA Business Adjusted for U.S. GAAP (Continued)

Combined Carve-out Statement of Profit or Loss of the ENA Business Adjusted for U.S. GAAP and Reclassifications

The following table reflects the adjustments made to the combined carve-out statement of profit or loss of the ENA business to account for differences between IFRS and U.S. GAAP and to reclassify certain amounts for consistent presentation with the CF Holdings' historical financial statements. Certain line items in the combined carve-out statement of profit or loss of the ENA business have been renamed to conform to the line items used in the CF Holdings' financial statements.

For the year ended December 31, 2014	Historical ENA Business (IFRS)			IFRS to U.S. GAAP Adjustments and Reclassifications			Historical ENA Business Adjusted for U.S. GAAP and Reclassifications

	(in millions)
Net sales	$	2,266.6		$	—		$	2,266.6
Cost of sales		1,825.2			—			1,825.2

Gross margin		441.4			—			441.4

Selling, general and administrative expenses		168.4			—			168.4
Other operating—net		(1.2	)		(5.3	)(4g)		(6.5	)

Total other operating costs and expenses		167.2			(5.3	)		161.9

Operating earnings		274.2			5.3			279.5
Interest expense		47.4			—			47.4
Interest income		(34.0	)		5.3	(4g)		(28.7	)

Earnings before income taxes and equity in earnings of non-operating affiliates		260.8			—			260.8
Income tax provision		54.6			—			54.6
Equity in earnings of non-operating affiliates-net of taxes		4.6			—			4.6

Net earnings		210.8			—			210.8
Less: Net earnings attributable to noncontrolling interest		25.0			—			25.0

Net earnings attributable to common stockholders	$	185.8		$	—		$	185.8

(4g): To reclassify foreign exchange gains and losses and other costs from interest income and/or interest expense to other operating—net to conform to CF Holdings' presentation.

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5. Pro Forma Adjustments for the Acquisition of the ENA Business

Balance Sheet Pro Forma Adjustments

The following table details the pro forma balance sheet adjustments relating to the acquisition of the ENA business in the combination as if the closing of the combination had occurred on September 30, 2015. The adjustments are described in the footnotes below the table.

	Firewater One (5a)			Other Adjustments (5b)			Purchase Price Allocation (5c)			Financing (5d)			Transaction and Other Costs (5e)			ENA Business Acquisition Pro Forma Adjustments

	(in millions)
Assets
Cash and cash equivalents	$	(12.9	)	$	(7.8	)	$	—		$	75.4		$	(81.9	)	$	(27.2	)
Inventories		—			—			29.8			—			—			29.8
Related party receivables		(34.8	)		(13.0	)		—			—			—			(47.8	)
Loans to related parties		—			(148.9	)		—			—			—			(148.9	)
Other current assets		—			—			(1.8	)		0.2			—			(1.6	)

Total current assets		(47.7	)		(169.7	)		28.0			75.6			(81.9	)		(195.7	)
Property, plant and equipment—net		(594.2	)		(3.1	)		1,114.7			—			—			517.4
Goodwill		—			—			1,547.4			—			—			1,547.4
Other intangible assets—net		—			—			945.2			—			—			945.2
Deferred income taxes		(1.8	)		—			—			—			—			(1.8	)
Other assets		—			—			(34.4	)		—			—			(34.4	)

Total assets	$	(643.7	)	$	(172.8	)	$	3,600.9		$	75.6		$	(81.9	)	$	2,778.1



Liabilities and Equity
Accounts payable and accrued expenses	$	(6.0	)	$	—		$	—		$	(4.1	)	$	—		$	(10.1	)
Income taxes payable		—			—			—			(4.2	)		—			(4.2	)
Deferred income taxes		—			—			7.7			—			—			7.7
Related party payables		(34.1	)		(20.8	)		—			—			—			(54.9	)
Short-term debt and current portion of long-term debt		—			—			1.6			908.0			—			909.6

Total current liabilities		(40.1	)		(20.8	)		9.3			899.7			—			848.1

Long-term debt		—			—			515.3			(811.5	)		—			(296.2	)
Deferred income taxes		—			—			536.7			—			(7.4	)		529.3
Equity:
Common stock		—			—			0.8			—			—			0.8
Paid-in capital		—			—			3,529.5			—			19.5			3,549.0
Retained earnings		—			—			—			(12.6	)		(94.0	)		(106.6	)
Owner's net investment		(603.6	)		(152.0	)		(1,047.0	)		—			—			(1,802.6	)

Total stockholders' equity		(603.6	)		(152.0	)		2,483.3			(12.6	)		(74.5	)		1,640.6
Noncontrolling interest		—			—			56.3			—			—			56.3

Total equity		(603.6	)		(152.0	)		2,539.6			(12.6	)		(74.5	)		1,696.9

Total liabilities and equity	$	(643.7	)	$	(172.8	)	$	3,600.9		$	75.6		$	(81.9	)	$	2,778.1

(5a): Represents the impact of the removal of the consolidated Firewater One assets and liabilities included in the historical ENA business condensed combined carve-out financial information. The

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5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

cash and cash equivalents adjustment represents the removal of $12.9 million of cash and cash equivalents of Firewater One. Other assets removed consist of $34.8 million related to related party receivables, $594.2 million related to property, plant and equipment and $1.8 million related to deferred tax assets. Liabilities removed consist of $6.0 million of accounts payable and accrued expenses and $34.1 million of related party payables.

In the event that the conditions to the consummation of the Natgasoline joint venture are satisfied or waived before the closing and the parties enter into the Natgasoline joint venture, New CF's 45% ownership interest in Firewater One would be treated as an equity method investment and the pro forma balance sheet would include the recognition of a 45% ownership interest in Firewater One for cash consideration of $517.5 million.

(5b): Other adjustments represent the settlement of certain related party receivables, payables and loans as well as the removal of property, plant and equipment of $3.1 million related to assets not transferred to New CF in the combination. The settlement of the related party balances is required by the combination agreement prior to, or simultaneously with, the closing of the combination.
(5c): The combination will be accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805, with CF Holdings as the acquirer of the ENA business (other than the Natgasoline joint venture portion of the ENA business held by Firewater One). The pro forma adjustments reflect the preliminary estimate of the fair value of the consideration transferred with respect to the combination agreement and identifiable assets acquired and liabilities assumed. The allocation of the purchase price is preliminary. The final determination of the purchase price allocation will be based on the fair values of the assets acquired, including the fair values of the acquired intangible assets, and the liabilities assumed as of the acquisition date. As such, the following preliminary purchase price allocation is subject to adjustments and such adjustments may be material.

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5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

The following table presents the preliminary consideration and allocation of the purchase price to the ENA business' assets acquired and liabilities assumed as if the acquisition date were September 30, 2015 (in millions):



Calculation of consideration
Base share consideration	(i)	$	2,858.1
Additional share consideration	(i)(ii)		672.2

Fair value of total consideration transferred			3,530.3



Recognized amounts of identifiable assets acquired and liabilities assumed
Book value of ENA business' net assets	(iii)		1,047.0
Net fair value adjustments to inventories	(iv)		29.8
Net fair value adjustments to other current assets	(v)		(1.8	)
Net fair value adjustments to property, plant and equipment	(vi)		1,114.7
Net fair value adjustments to other assets	(vii)		(34.4	)
Fair value of identifiable intangible assets	(viii)		959.7
Less: Fair value of convertible bonds assumed	(ix)		(439.9	)
Less: Net fair value adjustments to long-term debt, excluding the convertible bonds	(x)		(77.0	)
Less: Net fair value adjustments to noncontrolling interest	(xi)		(56.3	)
Less: Historical book value of goodwill of the ENA business	(xii)		(43.9	)
Less: Historical book value of other intangible assets of the ENA business	(viii)		(14.5	)
Deferred income taxes	(xiii)		(544.4	)

Net assets to be acquired			1,939.0

Goodwill	(xii)	$	1,591.3

(i): Total purchase price consists of the cash consideration identified in (ii) below and the acquisition date fair value of share consideration issued to OCI consisting of base share consideration and additional consideration, calculated as shown below:

	Base Share Consideration(1)		Additional Consideration Paid in Shares(2)		Total(3)

	(in millions, except for share price)
Shares of New CF issued to OCI		69.7		14.9		84.6
CF Holdings share price	$	41.00
CF Holdings average share price			$	45.00

	$	2,858.1	$	672.2	$	3,530.3

(1): The base share consideration of 69.7 million shares is calculated as the sum of (a) the number of shares of CF Holdings common stock issued and outstanding as of September 30, 2015 and (b) the number of shares of CF Holdings common stock subject to, underlying or issuable in connection with the vesting, settlement or exercise of all CF

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5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

Holdings stock-based awards as of September 30, 2015, multiplied by 256/744, less an adjustment to account for the assumption by New CF of any convertible bonds that remain outstanding at the effective time of the merger. The calculation of the number of shares in (b) above and the adjustment for the convertible bonds include an assumed share price of CF Holdings common stock of $41.00, based on the closing price of CF Holdings common stock on December 15, 2015 of $40.81, and assumes that all of the convertible bonds would remain outstanding at the time of the merger.

An increase (decrease) of 10% in the assumed CF Holdings share price of $41.00 would increase (reduce) the base share consideration by 0.9 million shares and (1.0) million shares, respectively, and would increase (reduce) the value of the base share consideration of $2,858.1 million by $317.0 million and $(316.6) million, respectively.

The base share consideration would increase by 10.7 million shares if the calculation assumed that no convertible bonds remained outstanding at the effective time of the merger, assuming the CF Holdings share price is $41.00.

(2)

For purposes of the pro forma financial information, it is assumed that New CF elects to pay all of the additional consideration in the form of New CF ordinary shares.

The amount of additional consideration, if any, paid in the form of New CF ordinary shares is subject to CF Holdings' good faith determination, after prior consultation with OCI, that it is reasonably necessary to pay such portion of additional consideration in the form of New CF ordinary shares in order to satisfy the conditions to closing set forth in the combination agreement and maintain the investment grade rating of New CF's outstanding indebtedness.

Under the combination agreement, to the extent an amount of additional consideration is to be paid in the form of ordinary shares of New CF, the number of shares to be delivered in payment of such additional consideration is equal to the dollar amount of such additional consideration divided by the volume weighted-average price per share of CF Holdings common stock on the NYSE for the twenty consecutive trading days ending upon and including the third trading day immediately prior to the closing date, as calculated by Bloomberg Financial LP under the function "VWAP." The assumed CF Holdings average share price of $45.00 is approximately the volume-weighted average price per share of CF Holdings common stock on the NYSE for the twenty consecutive trading days ending on and including December 15, 2015, as calculated by Bloomberg Financial LP under the function "VWAP."

An increase of 10% in the VWAP would reduce the additional consideration paid in shares by 1.3 million shares and a decrease of 10% in the VWAP would increase the additional consideration paid in shares by 1.7 million shares.

(3)

An increase (decrease) of 10% in the assumed CF Holdings share price would increase (reduce) the value of the total share consideration of $3,530.3 million by $317.0 million and $(316.6) million, respectively, assuming the additional share consideration paid to OCI in the form of New CF ordinary shares is $672.2 million.

(ii): Represents additional consideration paid to OCI in the form of New CF ordinary shares, determined as described in the section entitled "Combination Agreement—The Contribution"

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5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

assuming that CF Holdings elects to have payment of all of the additional consideration made in the form of New CF ordinary shares, as $700.0 million minus (x) specified intercompany payables (assumed to be zero at the time of the closing of the combination for purposes of the pro forma financial information) and (y) specified net debt of the ENA business entities in excess of $1.95 billion (assumed to be $27.8 million for purposes of the pro forma financial information based on amounts reflected in the ENA business historical financial information as of September 30, 2015).

(iii): Reflects the acquisition of the ENA business' net assets as of September 30, 2015 at their historical book value, calculated as follows (in millions):


Unadjusted net assets of the ENA business (note 4)	$	1,802.6
Less: Net assets impact from Firewater One (note 5a)		(603.6	)
Less: Net assets impact of Other Adjustments (note 5b)		(152.0	)

Book value of ENA business' net assets	$	1,047.0

The adjustment to owner's net investment of $1,047.0 million represents the elimination of the historical book value of equity of the ENA business, net of the adjustments described in notes (5a) and (5b).

(iv)

Reflects an estimated fair value increase in finished goods and work-in-process inventory of $29.8 million. The fair value of finished goods and work-in-process inventory represents the estimated selling price less cost to completion/disposition and a reasonable profit allowance for completing the manufacturing/selling effort. The pro forma income statements do not reflect an increase in cost of sales of $29.8 million resulting from this estimated valuation adjustment, because this increase would not have a continuing impact on New CF's consolidated statement of operations.

(v)

Reflects a fair value increase to record a receivable of $1.1 million representing an indemnification claim against OCI on all tax liabilities recorded on the ENA business as of September 30, 2015, the assumed closing date of the combination for purposes of the pro forma balance sheet, and a decrease of $2.9 million for the write-off of historical deferred financing fees of the ENA business.

(vi)

Reflects an estimated fair value increase in property, plant and equipment of $1,114.7 million.

The estimated fair value of property, plant and equipment was determined at a production process level using the direct method of the cost approach, which consists of estimating a range of Replacement Cost New Less Depreciation. The estimate of Replacement Cost New ("RCN") is based upon actual plant construction costs for recently constructed assets, turnaround frequency and turnaround costs. The initial estimate is adjusted using cost-to-capacity calculations to reflect the subject attributes of the individual plants being valued. Depreciation adjustments to RCN were based on an estimate of the effective age of the asset and the probable total useful life of the asset, taking into account plant betterments since the original install year of the plant.

New CF does not yet have the additional information contemplated to provide the estimated fair values related to each major asset category as the preliminary valuation described above and used for purposes of the pro forma financial information was performed at the individual plant level using a top down approach that does not allow for an estimate of the values by

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5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

asset type. However, New CF has begun the process of performing a bottom up valuation of the property, plant and equipment, which will provide fair values for each asset class at the individual plant level. New CF expects that it will not have a preliminary draft report from that process until shortly after the closing of the combination in order to complete the purchase price allocation under ASC 805.

(vii)

Reflects a decrease of $34.4 million for the write-off of historical deferred financing fees of the ENA business.

(viii)

Of the total estimated consideration, the preliminary valuation of acquired intangible assets is composed of approximately $959.7 million of definite-lived intangible assets. The historical unaudited condensed combined interim carve-out statement of financial position of the ENA business as of September 30, 2015 includes $14.5 million of intangible assets; therefore, the net fair value adjustment for other intangible assets is $945.2 million. The definite-lived intangible assets are primarily related to certain trade names and customer relationships with an estimated average useful life of 20 years. The preliminary annual amortization of the definite-lived intangible assets is expected to be $54.7 million.

The preliminary valuation of acquired intangible assets were estimated using a benchmarking approach based on guideline precedent transactions and CF Holdings' recent transactions. The benchmarking analysis provided a range for the value of intangible assets recognized in precedent transactions relative to both transaction value and the intangible gap. The intangible gap consists of goodwill and other identifiable intangible assets and is measured as the difference between overall transaction value and the fair value of property, plant and equipment. Based on the benchmarking analysis, it was assumed that 40% of the intangible gap would be ascribed to identifiable intangible assets.

New CF does not yet have the information necessary to estimate the amount of each type of intangible asset based on the preliminary valuation. However, New CF has begun the process of performing a full study to identify and determine the fair value of intangible assets by type, along with the estimated useful lives. The preliminary draft report for this valuation is not expected until late in the first quarter of 2016.

(ix)

Represents the estimated fair value of the convertible bonds to be assumed by New CF on September 30, 2015, the assumed date of the closing of the combination for purposes of the pro forma balance sheet, assuming that the entire €339,000,000 initial principal amount of the convertible bonds remains outstanding at that time. The convertible bonds are not, and have not been, an obligation of the ENA business entities. The functional currency of New CF is expected to be the U.S. dollar. The convertible bonds, which are denominated in euros, are assumed to have become obligations of New CF on January 1, 2014, the assumed date of the closing of the combination for purposes of the pro forma income statements, and New CF would then have become exposed to the impact of changes in the euro/U.S. dollar exchange rates on the carrying value of the convertible bonds. Since the convertible bonds are not obligations of the ENA business, no hedging activities relating to the convertible bonds is reflected in the historical ENA financial results. However, New CF management has historically managed significant foreign currency exposures using derivative instruments; therefore, the impact of exchange rate changes on New CF's obligations with respect to the convertible bonds has not been reflected in the pro forma financial information. Under the assumptions on which the pro forma financial information is based, changes in the euro/U.S.

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dollar exchange rate would have resulted in foreign currency gains relating to the convertible bonds of $34.5 million and $62.5 million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively.

(x)

Represents the estimated fair value increase in long-term debt for the IFCo loan of $63.7 million (of which $1.6 million is related to the current portion of long-term debt) to a fair value of $1,254.0 million, and the fair value increase of $13.3 million for the OCI Partners LP—Term Loan B Credit Facility to a fair value of $455.2 million representing the amount to be paid at closing of the combination as detailed in (5d) below.

(xi)

Represents an adjustment to noncontrolling interest of $56.3 million to an estimated fair value of $108.2 million relating to the noncontrolling interest in OCI Partners LP. The estimated fair value represents the 20.12% noncontrolling interest multiplied by the product of the total common units outstanding as of September 30, 2015 of approximately 87 million and the closing market price of the common units as of December 15, 2015 of $6.18.

(xii)

Goodwill with respect to the ENA business as a result of the combination of $1,591.3 million is calculated as the difference between the fair value of the consideration expected to be transferred and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. The historical unaudited condensed combined interim carve-out statement of financial position of the ENA business as of September 30, 2015 includes $43.9 million of goodwill.

The goodwill to be recognized represents the expected synergies that will be generated by the combination and the estimated economic value attributable to future opportunities that will arise from the combination including operating and financial efficiencies, structural synergies and other cost savings resulting from the optimization of the combined company's operations, capital and corporate structure. Synergies are anticipated in the following areas: overhead reduction through headquarters consolidation and other centralization, reduction of certain operating costs as a result of greater scale, leveraging of distribution network and capabilities, and benefits of expanded geographical presence.

New CF does not expect any of the goodwill to be deductible for tax purposes. In addition, New CF has not yet determined its reportable segments and therefore New CF does not know the amount of goodwill to be allocated to each reportable segment at this time.

(xiii)

Represents the recording of deferred tax liabilities of $544.4 million (of which $7.7 million relates to current deferred tax liabilities) related to the fair value adjustments described in the other notes to this table, utilizing the statutory tax rates of the jurisdictions in which the tax effects of the adjustments are expected to be realized. The valuation of deferred tax assets and liabilities is preliminary and is subject to change based upon management's final determination of the fair values of tangible and identifiable intangible assets acquired and liabilities assumed by jurisdiction.

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5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

(5d): Reflects the assumption that $1.0 billion of tranche B bridge loan borrowings will be incurred under the bridge credit agreement by CF Holdings to fund the combination, less the repayment of $903.5 million of debt that New CF will assume in the combination.

	Principal Outstanding																		Total Pro Forma Impact to Cash

	Principal Outstanding									Deferred Financing Fees			Interest Payable			Bridge Loan Fees
	Current			Noncurrent			Total			Deferred Financing Fees			Interest Payable			Bridge Loan Fees
	(i)			(ii)						(iii)			(iv)			(v)			(vi)
	(in millions)
Increase for new debt issuance:
Bridge credit agreement borrowings	$	1,000.0		$	—		$	1,000.0		$	(9.0	)	$	—		$	(8.0	)	$	983.0
Debt assumed by New CF to be paid at closing of the combination (vii):
OCI Partners LP—Term Loan B Credit Facility (viii)		(4.5	)		(450.7	)		(455.2	)		—			(2.9	)		—			(458.1	)
OCI Partners LP—Revolving Credit Facility		(25.0	)		—			(25.0	)		—			—			—			(25.0	)
OCI Nitrogen B.V.—Term Loan and Revolving Credit Facility		(55.9	)		(307.7	)		(363.6	)		—			(0.5	)		—			(364.1	)
Iowa Fertilizer Company LLC—Term Loan		(6.6	)		(53.1	)		(59.7	)		—			(0.7	)		—			(60.4	)

		(92.0	)		(811.5	)		(903.5	)		—			(4.1	)		—			(907.6	)

Pro forma adjustment	$	908.0		$	(811.5	)	$	96.5		$	(9.0	)	$	(4.1	)	$	(8.0	)	$	75.4

(i): Reflects the net increase of $908.0 million in short-term debt and current portion of long-term debt.
(ii): Reflects the decrease of $811.5 million in long-term debt.
(iii): Reflects the increase of $9.0 million in other current assets for the debt issuance costs of the borrowings under the bridge credit agreement.
(iv): Reflects the reduction of $4.1 million in accounts payable and accrued expenses for the repayment of accrued interest due on the repayment of certain assumed debt of the ENA business.
(v): Reflects the remaining $8.0 million of the total $16.8 million of certain bridge credit agreement transaction costs that will be expensed prior to or at closing of the combination and that were not paid as of September 30, 2015. The historical CF Holdings' consolidated balance sheet includes $8.8 million of the bridge credit agreement transaction costs in other current assets, and, accordingly, the write-off of these costs has been reflected as an adjustment to retained earnings for purposes of the pro forma financial information resulting in a net reduction in retained earnings of $12.6 million and a reduction in income taxes payable of $4.2 million. The tax impact adjustment of $4.2 million is based on a statutory tax rate of 25.0%.
(vi): Reflects the net increase in cash and cash equivalents of $75.4 million.

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5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

(vii): Absent a waiver, the combination would constitute a change in control under the agreements governing these debt obligations, resulting in, or giving the respective lenders the right to cause, the acceleration of the maturity of the debt.
(viii): Total principal outstanding of $455.2 million includes an estimate of $13.3 million representing the 3% prepayment penalty that applies if the loan is paid in full prior to March 12, 2016.

(5e)

In accordance with ASC 805, acquisition-related transaction costs and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. The pro forma balance sheet reflects $58.5 million of costs as a reduction of cash with a corresponding decrease in retained earnings. The transaction costs consist of $35.7 million of transaction advisory services, $11.1 million of legal fees and $11.7 million of filing fees and other transaction-specific fees for services including accounting and consulting.

The adjustment to paid-in capital of $19.5 million and the related decrease in retained earnings of $12.1 million and the decrease in deferred income tax of $7.4 million (calculated using a statutory tax rate of 37.8%) represent the recognition of unrecognized stock compensation expense for CF Holdings share-based awards that will vest as a result of the combination.

It is contemplated that certain stock-based compensation held by certain executive officers and directors of CF Holdings will become subject to an excise tax under Section 4985 of the Internal Revenue Code as a result of the completion of the combination. In December 2015, the compensation committee of CF Holdings' board of directors approved CF Holdings' management's recommendation to enter into arrangements with affected executives under which each such individual will receive a gross-up payment such that, after payment by the individual of the excise tax under Section 4985, the individual will receive the net after-tax benefit that the individual would have received had the excise tax not been imposed. In exchange for such gross-up payment, CF Holdings will require the executive officers to waive entitlement to accelerated vesting of their equity awards upon the closing of the combination and to instead provide that such accelerated vesting will apply only upon certain qualifying terminations of employment following the closing of the combination. Assuming the closing of the combination occurred on September 30, 2015, upon which date the closing trading price for CF Holdings' stock was $44.90 per share, the estimated excise tax gross-up payments would total approximately $23.4 million in the aggregate. As a result, the pro forma adjustments include a reduction in cash of $23.4 million with a corresponding reduction to retained earnings. See "The Combination-Interests of Certain Persons in the Combination-CF Holdings-Change in Control Agreements" and "The Combination-Interests of Certain Persons in the Combination-CF Holdings-Other Potential Payments to Directors."

CF Holdings maintains change in control agreements with each of its executive officers. Under the terms of the change in control agreements, each executive is entitled to receive certain payments and benefits upon a qualifying termination, specifically if CF Holdings terminates the executive's employment without cause (other than by reason of the executive's death or disability) or if the executive resigns because of good reason, in either case within the period of 24 months following (or in certain cases prior to) a change in control (as such terms are defined in the agreements). In addition, under the terms of CF Holdings stock plans and award agreements and the terms of the combination agreement, equity awards held by executive officers and directors will vest in full upon the closing of the combination. See "The Combination—Interests of Certain Persons in the Combination—CF Holdings—Equity Acceleration." The combination will constitute a change in

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

control within the definition under the change in control agreements and under the CF Holdings stock plans. The total payments to executive officers and directors that would be required (i) assuming accelerated vesting of all the executive officers' outstanding equity awards and that each executive officer exercised all of his or her stock options and (ii) under the change in control agreements assuming all executive officers had experienced a qualifying termination, in each case as of September 30, 2015, but not including the potential excise tax described and estimated above, would be approximately $23.3 million. Management actions with regard to the CF Holdings senior management team in connection with the combination have not been finalized at the time of the preparation of the pro forma financial information; therefore, no pro forma adjustment has been made for any amounts that may become payable under the change in control agreements or otherwise in connection with the combination.

Statement of Operations Pro Forma Adjustments

The following tables detail the pro forma statement of operations adjustments relating to the acquisition of the ENA business in the combination as if the closing of the combination had occurred on January 1, 2014. The adjustments are described in the footnotes below the tables.

For the nine months ended September 30, 2015	Firewater One (5f)			Other Adjustments (5g)			Purchase Price Allocation (5h)				Financing Pro Forma Adjustments (5i)			Transaction Fees and Other (5j)			ENA Business Acquisition Pro Forma Adjustments

	(in millions)
Net sales	$	—		$	(127.2	)	$	—			$	—		$	—		$	(127.2	)
Cost of sales		—			(117.6	)		35.8		(i)		—			—			(81.8	)

Gross margin		—			(9.6	)		(35.8	)			—			—			(45.4	)

Selling, general and administrative expenses		(3.7	)		—			27.3		(i)(ii)		—			—			23.6
Transaction costs		—			—			—				—			(29.4	)		(29.4	)
Other operating—net		0.3			—			—				—			—			0.3

Total other operating costs and expenses		(3.4	)		—			27.3				—			(29.4	)		(5.5	)

Operating earnings		3.4			(9.6	)		(63.1	)			—			29.4			(39.9	)
Interest expense		7.4			(5.4	)		(11.2	)	(iii)		29.5			—			20.3
Interest income		(10.5	)		15.5			—				—			—			5.0

Earnings before income taxes and equity in earnings (losses) of non-operating affiliates		6.5			(19.7	)		(51.9	)			(29.5	)		29.4			(65.2	)
Income tax provision		1.1			(4.9	)		(15.7	)	(iv)		(6.5	)		—			(26.0	)
Equity in earnings (losses) of non-operating affiliates—net of taxes		—			—			—				—			—			—

Net earnings		5.4			(14.8	)		(36.2	)			(23.0	)		29.4			(39.2	)
Less: Net earnings attributable to noncontrolling interest		—			—			2.2		(v)		1.7			—			3.9

Net earnings attributable to common stockholders	$	5.4		$	(14.8	)	$	(38.4	)		$	(24.7	)	$	29.4		$	(43.1	)

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

For the year ended December 31, 2014	Firewater One (5f)			Other Adjustments (5g)			Purchase Price Allocation (5h)				Financing Pro Forma Adjustments (5i)			ENA Business Acquisition Pro Forma Adjustments

	(in millions)
Net sales	$	—		$	(349.7	)	$	—			$	—		$	(349.7	)
Cost of sales		—			(343.0	)		65.1		(i)		—			(277.9	)

Gross margin		—			(6.7	)		(65.1	)			—			(71.8	)

Selling, general and administrative expenses		(4.5	)		—			28.2		(i)(ii)		—			23.7
Other operating—net		0.6			—			—				—			0.6

Total other operating costs and expenses		(3.9	)		—			28.2				—			24.3

Operating earnings		3.9			(6.7	)		(93.3	)			—			(96.1	)
Interest expense		1.4			(4.9	)		(17.6	)	(iii)		38.9			17.8
Interest income		(5.3	)		25.4			—				—			20.1

Earnings before income taxes and equity in earnings of non-operating affiliates		7.8			(27.2	)		(75.7	)			(38.9	)		(134.0	)
Income tax provision		0.7			(6.9	)		(24.7	)	(iv)		(9.3	)		(40.2	)
Equity in earnings of non-operating affiliates—net of taxes		—			—			—				—			—

Net earnings		7.1			(20.3	)		(51.0	)			(29.6	)		(93.8	)
Less: Net earnings attributable to noncontrolling interest		—			—			(1.8	)	(v)		3.1			1.3

Net earnings attributable to common stockholders	$	7.1		$	(20.3	)	$	(49.2	)		$	(32.7	)	$	(95.1	)

(5f): Represents the impact of the reversal of Firewater One's results of operations included in the ENA business as a combined entity.

In the event that the conditions to the consummation of the Natgasoline joint venture are satisfied or waived before the closing and the parties enter into the Natgasoline joint venture, the pro forma income statements would include the recognition of New CF's 45% equity in earnings (losses) of non-operating affiliates—net of taxes of $1.5 million and $2.5 million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively.
(5g): The ENA business maintains a distribution company used to distribute products manufactured both by the ENA business and by other OCI manufacturing facilities, located in Egypt and Algeria, that are not part of the ENA business (referred to herein as "the out-of-scope manufacturing facilities"). The out-of-scope manufacturing facilities will be retained by OCI and will not be part of New CF's business upon the closing of the combination. Under the terms of the combination agreement, all intercompany supply arrangements between the out-of-scope manufacturing facilities and the ENA business will be terminated. These adjustments remove the revenue, cost of sales and gross margin of the products that were historically subject to the distribution arrangements for the out-of-scope manufacturing facilities over the pro forma period as such arrangements will not

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

continue after the closing of the combination. The net impact on the pro forma income statement for the nine months ended September 30, 2015 is to remove net sales and cost of sales of $127.2 million and $117.6 million, respectively. The net impact on the pro forma income statement for the year ended December 31, 2014 is to remove net sales and cost of sales of $349.7 million and $343.0 million, respectively.

The adjustments to interest expense and interest income represent the reversal of intercompany interest expense and interest income pertaining to certain intercompany loan amounts that are contractually agreed to be settled prior to, or simultaneously with, the closing of the combination.

The income tax provision adjustments reflect the tax effect of the adjustments to interest expense and interest income and the adjustments relating to out-of-scope manufacturing facilities described above at the statutory tax rate of the applicable jurisdictions ranging from 25.0% and 35.6% in which the taxes to which the adjustments relate were originally realized or expected to be realized.

(5h)

Amounts, as detailed below, represent (i) the change in depreciation expense due to fair value adjustments to property, plant and equipment, (ii) the incremental amortization expense due to the identification of definite-lived intangible assets, (iii) the change in historical interest expense as a result of the acquisition, (iv) the tax effects of each adjustment, and (v) the net earnings attributable to noncontrolling interest of each adjustment.

(i): Incremental depreciation expense was recorded as follows (in millions):

	Nine Months Ended September 30, 2015			Year Ended December 31, 2014

Cost of sales	$	35.8		$	65.1
Selling, general and administrative expenses		(1.0	)		(4.9	)

Incremental depreciation expense	$	34.8		$	60.2

(ii): All amortization adjustments related to identified definite-lived intangible assets were recorded to selling, general and administrative expenses. Previously recorded amortization expense of $9.1 million and $21.6 million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively, was removed and replaced with the amortization expense for the identified definite-lived intangible assets as follows (dollars in millions):

	Preliminary Fair Value			Nine Months Ended September 30, 2015		Year Ended December 31, 2014

Trade names and customer relationships	$	950.8	20	$	35.7	$	47.5
Purchase rights and other		8.9	1.3		1.7		7.2

	$	959.7		$	37.4	$	54.7

Amortization of trade names and customer relationships is computed on a straight-line basis using an estimated average useful life of 20 years. An increase (decrease) in the estimated fair value allocated to the trade names and customer relationships intangible asset of $100.0 million would result in an increase (decrease) in annual amortization expense of

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

$5.0 million. An increase in estimated useful life of one year would result in a decrease in annual amortization expense of $2.3 million, while a decrease in estimated useful life of one year would result in an increase in annual amortization expense of $2.5 million.

(iii): The change in interest expense includes elimination of historical amortization of debt issuance costs for $7.4 million and $9.5 million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively. It also includes an adjustment for the recognition of the stated interest expense on the convertible bonds of $11.0 million and $17.4 million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively, and the amortization of the premium on the convertible bonds of $(14.8) million and $(25.5) million, respectively. The stated interest expense on the convertible bonds is calculated based on the €339,000,000 principal amount and the 3.875% per annum coupon rate of the convertible bonds. The amortization of the premium on the convertible bonds is calculated using the effective interest rate of –1.251% per annum and contractual term to maturity of three years, and is based on the excess of the assumed fair value of the convertible bonds at closing over the principal amount of the convertible bonds.
(iv): The income tax provision adjustments related to the adjustments described in (i) through (iii) above, are calculated at the statutory tax rate, ranging from 25.0% to 35.6%, of the jurisdictions in which the taxes to which the adjustments relate were originally realized or expected to be realized.
(v): Reflects the net earnings attributable to noncontrolling interest for the portion of the purchase price allocation adjustments pertaining to OCI Partners LP.

(5i): The pro forma adjustments to interest expense, as detailed in the following table, reflect the removal of interest expense in the historical results of the ENA business and interest expense and amortization of debt issuances costs for the assumed borrowings under the bridge credit agreement:

	Nine Months Ended September 30, 2015			Year Ended December 31, 2014

	(in millions)
Reversal of historical interest expense for assumed debt repaid at closing:
OCI Partners LP—Term Loan B Credit Facility	$	(8.2	)	$	(15.0	)
OCI Partners LP—Revolving Credit Facility		(0.7	)		(0.4	)
OCI Nitrogen B.V.—Term Loan and Revolving Credit Facility		(6.9	)		(18.0	)
Reversal of certain bridge credit agreement transaction costs (i)		(5.9	)		—
Interest expense pertaining to bridge credit agreement borrowings:
Interest expense (ii)		51.2			58.9
Amortization of debt issuance costs (iii)		—			13.4

Pro forma adjustments to interest expense	$	29.5		$	38.9

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

5. Pro Forma Adjustments for the Acquisition of the ENA Business (Continued)

(i)

Reflects the reversal of certain bridge credit agreement transaction costs of $5.9 million included in CF Holdings' historical consolidated statement of operations, which would not have a continuing impact on New CF's consolidated statement of operations.

(ii)

The adjustment to interest expense assumes that borrowings under the bridge credit agreement were effected on January 1, 2014 and matured on September 30, 2015. The interest rate assumed, for purposes of preparing the pro forma financial information, to apply to borrowings under the bridge credit agreement is based on the twelve-month LIBOR rate of 1.0735% per annum as of December 15, 2015 plus an applicable margin ranging from 1.25% to 1.75%. A 12.5 basis point increase or decrease in the applicable interest rate would result in an increase or decrease in interest expense of approximately $1.0 million for the nine months ended September 30, 2015 and approximately $1.3 million for the year ended December 31, 2014. The adjustment to interest expense includes duration fees of $30.0 million and $32.5 million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively. These fees are based on the amount outstanding under the bridge credit agreement and escalate with the passage of time.

(iii)

As described in note 1, the bridge credit agreement matures one year after funding. Therefore, all debt issuance costs associated with the bridge credit agreement have been recognized in the year ended December 31, 2014. For the nine months ended September 30, 2015, CF Holdings did not assume any further debt issuance costs related to the bridge credit agreement or any other capital that New CF may obtain, as there is no factually supportable basis upon which to make such estimate.

The income tax provision adjustments related to the adjustments noted in the above table are calculated at the statutory tax rate, ranging from 25.0% to 37.8%, of the jurisdictions in which the taxes to which the adjustments relate were originally realized or expected to be realized determined at the statutory tax rates of the applicable jurisdictions. The pro forma adjustments that are tax effected at 25.0%, the Netherlands statutory tax rate, are those adjustments for interest expense pertaining to bridge credit agreement borrowings and described in (ii) and (iii) above.

The noncontrolling interest adjustments related to the adjustments noted in the above table reflects the impact of these adjustments to net earnings attributable to noncontrolling interest for the portion of the interest expense adjustments pertaining to OCI Partners LP.

(5j): Reflects the reversal of transaction costs of $29.4 million included in CF Holdings' historical consolidated statement of operations for the nine months ended September 30, 2015, which would not have a continuing impact on New CF's consolidated statement of operations. The transaction costs relate to the acquisition of the ENA business and consist of $15.3 million of transaction advisory services, $8.9 million of legal fees and $5.2 million of filing fees and other transaction-specific fees for services including accounting and consulting.

6. Pro Forma Net Earnings Per Share

Pro forma basic weighted-average shares outstanding of New CF is a combination of historical CF Holdings shares outstanding and the 84.6 million shares assumed to be issued to OCI in the combination. See note 5 to the pro forma financial information. Historical CF Holdings' share and per share amounts have been retroactively restated for the year ended December 31, 2014 to reflect the

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

6. Pro Forma Net Earnings Per Share (Continued)

five-for-one split of CF Holdings' common stock effected in the form of a stock dividend that was distributed on June 17, 2015.

Pro forma net earnings per share were computed as follows (in millions, except for per share amounts):

	Nine Months Ended September 30, 2015		Year Ended December 31, 2014

Pro forma net earnings per share—basic
Pro forma net earnings attributable to common stockholders	$	627.6	$	955.9
Pro forma basic weighted-average common shares outstanding of New CF		320.6		340.5

Pro forma net earnings attributable to common stockholders	$	1.96	$	2.81

Pro forma basic weighted-average common shares outstanding of New CF were calculated as follows (in millions):



Historical CF Holdings basic weighted-average common shares outstanding	236.0	255.9
Shares issued to OCI as consideration for the combination	84.6	84.6

Pro forma basic weighted-average common shares outstanding of New CF	320.6	340.5

Pro forma diluted earnings per share was calculated using the "if-converted" method. Under the "if-converted" method, interest expense recognized on the convertible bonds, adjusted for the income tax effect, is added back to the numerator. The convertible bonds are assumed to have been converted to shares at the beginning of the period and added to the historical CF Holdings diluted weighted-average shares outstanding and 84.6 million shares assumed to be issued to OCI in the combination.

Pro forma net earnings per diluted share were computed as follows (in millions, except for per share amounts):

	Nine Months Ended September 30, 2015		Year Ended December 31, 2014

Pro forma net earnings per share—diluted
Pro forma net earnings attributable to common stockholders—diluted	$	621.1	$	943.5
Pro forma diluted weighted-average common shares outstanding of New CF		332.2		352.0

Pro forma net earnings attributable to common stockholders	$	1.87	$	2.68

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Notes to the Unaudited Pro Forma Condensed Combined Financial Information (Continued)

6. Pro Forma Net Earnings Per Share (Continued)

Pro forma net earnings attributable to common stockholders—diluted were calculated as follows (in millions):

	Nine Months Ended September 30, 2015			Year Ended December 31, 2014

Pro forma net earnings attributable to common stockholders	$	627.6		$	955.9
Interest expense recognized on convertible bonds—net of tax(1)		(6.5	)		(12.4	)

Pro forma net earnings attributable to common stockholders—diluted	$	621.1		$	943.5

(1): Includes the stated interest expense of $11.0 million and $17.4 million and the amortization of the premium of $(14.8) million and $(25.5) million for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively, as described in note 5h(iii).

Pro forma diluted weighted-average common shares outstanding of New CF were calculated as follows (in millions):



Historical CF Holdings diluted weighted-average common shares outstanding	236.9	256.7
Shares issued to OCI as consideration for the combination	84.6	84.6
Dilutive common shares—convertible bonds	10.7	10.7

Pro forma diluted weighted-average common shares outstanding of New CF	332.2	352.0

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE ENA BUSINESS

The following discussion and analysis is based on, and should be read in conjunction with our Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements and the accompanying notes included elsewhere in this document, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and derived from the financial statements of OCI. This Management's Discussion and Analysis of Financial Condition and Results of Operations of the ENA Business (MD&A) contains forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the caption "Cautionary Statement Concerning Forward-Looking Statements" in this document.

Overview

The ENA Business

The combination agreement provides for the combination of CF Holdings with OCI's ENA business. In this section, OCI is hereinafter also referred to as our "parent company" and the ENA business is hereinafter referred to as "we," "our," or "the Group". The ENA business is a global producer and distributor of nitrogen-based fertilizers and industrial chemicals. Our principal customers include regional and global fertilizer wholesalers, cooperatives and distributors, industrial chemical users, plants in close proximity to our production facilities in Geleen, the Netherlands and Beaumont, Texas, and companies in other downstream industries such as wood paneling, plastics and construction. Our main operations are in Europe and the United States, with additional distribution operations in the United Arab Emirates and South America. The core markets in which we sell the products we produce are the United States and Western Europe. In addition to distributing our own products, we distribute third-party nitrogen fertilizers across the globe.

As of June 30, 2015, we have the capacity to annually produce and distribute a diversified product portfolio of up⁽¹⁾ to 681 thousand metric tons of merchant anhydrous ammonia ("ammonia"), 350 thousand metric tons of urea ammonium nitrate ("UAN"), 1,450 thousand metric tons of calcium ammonium nitrate ("CAN"), 913 thousand metric tons of methanol, and 200 thousand metric tons of melamine, positioning us as one of the world's largest global fertilizer producers and the world's largest melamine producer. As of December 31, 2014, our global market share in terms of production capacity was approximately 3.8% of global merchant ammonia, 7.3% of global CAN, 1.2% of global UAN, 0.9% of global methanol, and 6.7% of global melamine.⁽²⁾

We are also constructing two greenfield plants in the United States through our subsidiaries Iowa Fertilizer Company LLC ("IFCo") and Natgasoline LLC, which we expect when operational will add to our annual production capacity 420 thousand metric tons of granular urea ("urea") and 315 thousand metric tons of diesel exhaust fluid ("DEF"), and increase our annual production capacity of ammonia, UAN and methanol to 866 thousand metric tons, 1,855 thousand metric tons, and 2,663 thousand metric tons, respectively.

Our annual production capabilities are set forth in "The ENA Business" section of this document.

We employed approximately 921 employees as of June 30, 2015.

(1): All annual production capacities, except for ammonia, represent maximum design capacities and cannot all be achieved at the same time. Please refer to "The ENA Business" section of this document for additional information.
(2): Global capacity share information sourced from reported global capacities by independent industry consultants and publicly available company information

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Segments

We conduct our business through four reportable segments based on our operating units: (1) OCI Nitrogen and Trading; (2) OCI Partners LP; (3) Iowa Fertilizer Company LLC; and (4) Natgasoline LLC.

OCI Nitrogen and Trading

The OCI Nitrogen and Trading segment includes OCI Nitrogen and our global trading and distribution business. OCI Nitrogen is Europe's second largest integrated nitrogen fertilizer producer and the world's largest melamine producer. OCI Nitrogen is capable of producing over 2.00 million metric tons of sellable fertilizer products annually through nine interconnected plants located on a fully integrated complex in Geleen, The Netherlands. OCI Nitrogen's melamine production capacity in Geleen is complemented by a melamine production facility in China, in which we have a 49% stake and which is reported as part of this segment. OCI Nitrogen sells its nitrogen fertilizer products across Western Europe to agricultural and industrial customers that are delivered through pipeline connections to adjacent customers, port access including a wholly-owned ammonia terminal and a harbor near the production complex, and ground transportation including rail and truck.

The global trading and distribution business, which is referred to as the trading business, operates on a lower margin volume based model, purchasing nitrogen fertilizers from third parties and selling and distributing them predominantly to agricultural customers. The trading business also distributes the ENA business' products and products from other nitrogen fertilizer production facilities owned by our parent company. This is primarily achieved through OCI Fertilizer Trading, OCI Fertilizer Trade & Supply Ltd, and other joint ventures, agents and branches in Europe, South America, China, and the United States. We are also able to distribute up to 1.75 million metric tons per year of crystalline and granular ammonium sulphate, which is referred to as AS, through two off-take agreements, which positions us as the world's largest distributor of AS.

OCI Partners LP

OCI Partners LP, which is referred to in this section as the Partnership, a master limited partnership, owns OCI Beaumont LLC, an integrated methanol and ammonia production facility that is strategically located on the Texas Gulf Coast near Beaumont, Texas. The plant also has two ammonia storage tanks with a total capacity of 33 thousand metric tons and two methanol storage tanks with a total capacity of 42 thousand metric tons. The Partnership is headquartered in Nederland, Texas. The Partnership is listed on the NYSE in New York under the symbol "OCIP." We indirectly own a 79.88% equity interest in the Partnership as of June 30, 2015.

Iowa Fertilizer Company LLC

IFCo is a greenfield nitrogen fertilizer complex currently under construction in Wever County, Iowa. When operational, the plant is expected to produce more than 1.5 million metric tons of nitrogen fertilizers and DEF per year. The plant is expected to commence operations in 2016. The project is funded by a combination of cash and a non-recourse project finance tax-exempt municipal bond issuance from the Iowa Finance Authority's Midwestern Disaster Area Revenue Bonds.

Natgasoline LLC

Natgasoline LLC is a greenfield world-scale methanol production facility currently under construction in Beaumont, Texas. The plant is expected to have a capacity of up to approximately 1.75 million metric tons per year when operational, and is expected to commence operations in 2017. We expect it to be one of the world's largest methanol production facilities based on nameplate capacity.

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Recent Events

Payment to Orascom Construction Limited

In July 2015, our parent company paid USD 150 million to Orascom Construction Limited pursuant to the reimbursement agreement that was entered into between both parties in connection with the demerger of the Engineering & Construction business. The payment related to a claim from a subsidiary of Orascom Construction Limited for overruns associated with the greenfield projects in the United States.

Indemnity to Orascom Construction Limited

On October 5, 2015, the OCI board of directors agreed to authorize OCI to indemnify Orascom Construction Limited for costs Orascom Construction Limited might incur in excess of those originally budgeted of USD 300 million in the amended EPC contract, with such indemnity capped at USD 150 million. Separately under the indemnity, OCI also agreed to pay Orascom Construction Limited for the cost of any claim or change order under the amended EPC Contract, capped at USD 50 million.

Production stoppage at OCI Nitrogen

On September 30, 2015, OCI Nitrogen B.V. was required to stop production due to a fire incident in the basement of the CAN plant. On October 8, 2015, OCI Nitrogen B.V. restarted its ammonia production, shortly followed by UAN and melamine production. The CAN line is expected to restart operations once necessary repairs have been finalized around mid-February 2016. On November 5, 2015, as a result of the original damage, the ammonia production was disrupted for a second time. The damage to property and loss due to business interruption is insured, taking into account a certain amount of OCI Nitrogen B.V. retained risk (approximately USD 15 million). The case is currently under investigation by insurance experts. If the second interruption of ammonia production is confirmed to be consequential damage, the aggregate amount of the OCI Nitrogen B.V. retained risk will be reduced by approximately USD 3 million.

OCI Nitrogen B.V. received insurance proceeds for the fire incident of approximately EUR 17 million (approximately EUR 25 million gross less EUR 8 million retained risk) in November 2015 and of EUR 45 million (approximately EUR 52 million gross less EUR 7 million retained risk) in December 2015.

Key Industry Factors

We operate in a highly competitive, global industry. Our agricultural products are globally-traded commodities and, as a result, we compete principally on the basis of delivered price and to a lesser extent on customer service and product quality. Moreover, our operating results are influenced by a broad range of factors, including those set forth below. The key drivers of our performance include:

•: selling prices;
•: cost of natural gas;
•: seasonality of operations;
•: global supply and demand; and
•: regulatory environment.

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Selling prices

Our results of operations are dependent on the selling prices of the nitrogen fertilizers and industrial chemicals that we produce, which fluctuate in a given market depending on major crop planting seasons, among other factors. Pricing is largely determined by market supply of, and demand for, each product. Market demand is a function of population size, per capita consumption, the availability of the product, and other general conditions in the marketplace.

We sell our products on various bases, including free on board ("FOB"), cost and freight ("CFR"), cost, insurance and freight ("CIF"), free discharge ("FD"), free carrier ("FCA"), and delivered duty paid ("DDP"), in accordance with the agreement with the relevant distributor, trader, or direct customer, which result in net selling prices. Net selling prices for a product vary based on the fluctuations in international selling prices and regional benchmark prices. Our diversified product portfolio comprising ammonia, urea, UAN, CAN, AS, methanol, melamine, and the expected addition of DEF in 2016, helps to mitigate price fluctuations for any single product.

During the periods shown below, the average international selling prices for our produced and traded products were are follows:

		Six months ended June 30,				Year ended December 31,

Price / metric ton⁽³⁾	Currency	2015		2014		2014		2013
Ammonia North West Europe DDP	USD		482		537		571		546
Ammonia Tampa CFR	USD		479		504		545		543
Urea Granular Black Sea FOB	USD		303		349		344		361
Urea Granular France FCA	EUR		322		308		302		321
UAN Rouen FCA	EUR		218		207		203		214
CAN Germany CIF	EUR		261		253		247		238
AS Black Sea Caprolactam Grade FOB	USD		152		133		139		162
Melamine Europe Spot FD	EUR		1,344		1,339		1,178		1,271
Methanol United States Contract	USD		428		594		537		535

⁽³⁾: Source: CRU Fertilizer Week

Cost of natural gas

Natural gas is the primary feedstock required in our production processes. Natural gas is procured at the Dutch Title Transfer Facility (TTF) spot price plus a delivery fee for OCI Nitrogen and the spot Houston Ship Channel price plus a delivery fee for OCI Partners LP. In order to partially hedge the impact of spot natural gas price fluctuations on our business, IFCo has entered into a natural gas swaption. We do not otherwise hedge our natural gas purchases but may choose to do so in the future if market conditions are favorable. See Note 5 to our Combined Carve-out Financial Statements included elsewhere in this document for information on the natural gas swaption and hedging.

Operating at full capacity, OCI Partners LP requires approximately 110,000 to 120,000 million British thermal units (MMBtu) per day of natural gas, and OCI Nitrogen requires approximately 100,000 MMBtu per day of natural gas. Accordingly, variations in natural gas prices in Europe and the United States impact our cost of production and can have a significant impact on our profitability. If natural gas prices at our operating facilities had decreased or increased by USD 1.00 per MMBtu in 2014 or 2013, the resulting increase or decrease in cost of sales would have been USD 58.8 million and USD 61.2 million in 2014 and 2013, respectively.

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Seasonality of operations

We sell both nitrogen fertilizers and industrial chemicals. Our operations are inherently dependent on seasonal fluctuations in demand as governed by major crop planting and harvesting seasons. Weighted average netback prices for our products tend to be higher during the Northern and Southern Hemispheres' planting seasons, translating into generally stronger first and fourth quarters. This particularly impacts the OCI Nitrogen segment, which primarily sells nitrogen fertilizers that are produced at OCI Nitrogen, along with nitrogen fertilizers traded by the distribution business.

OCI Partners LP predominantly sells methanol and ammonia as industrial chemicals to industrial customers and downstream producers of other products, including plastics, synthetic fibers, resins, formaldehyde, acetic acid and other chemical derivatives. Sales of industrial chemicals are more evenly distributed throughout the year, thereby contributing to seasonal stability in sales. Additionally, our overall diversified product mix—both fertilizers and chemical products—and global sales mitigate the impact of any one region's seasonal fluctuations.

Global supply & demand

Historically, global fertilizer demand has been driven primarily by population growth, changes in dietary habits and planted acreage, and application rates, among other things. We expect these key variables to continue to have major impacts on long-term fertilizer demand for the foreseeable future. Short-term fertilizer demand depends on global economic conditions, weather patterns, the level of global grain stocks relative to consumption, farm sector income and government regulations, including regulations mandating increased use of bio-fuels. Other geopolitical factors such as temporary disruptions in fertilizer trade related to government intervention or changes in the selling or buying patterns of key exporting or consuming countries such as China, India and Brazil, among others, often play a major role in shaping short-term market fundamentals. The above factors all play a key role in decisions to increase or reduce production capacity. Supply of fertilizers is generally driven by available capacity and operating rates, raw material costs, availability of raw materials, government policies and global trade.

Regulatory environment

Changes in laws, regulations and other directives directly or indirectly applicable to our business may alter the environment in which we do business. Examples include changes in environmental, competitive and product-related laws, as well as changes in accounting standards and taxation requirements, among others. Accordingly, our ability to manage our operations within the boundaries of such changes in applicable laws, regulations and directives applicable to our business and products, and to resolve any claims or other matters that may arise as a result of changes to applicable laws may impact our results.

Developments in crop technology (such as nitrogen fixation, which is the conversion of atmospheric nitrogen into compounds that plants can absorb), particularly in response to regulatory or political pressure or demands could also reduce the use of chemical fertilizers and adversely affect the demand for our products. In addition, from time to time various regulators in the jurisdictions in which we operate have considered limitations on the use and application of chemical fertilizers due to concerns about the impact of these products on the environment.

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Principal Components of Statement of Profit or Loss Affecting our Results

Revenue, Net

Net revenue is derived primarily from the sale of our products and is determined by sales volumes of produced and traded nitrogen fertilizers and industrial chemicals and the average selling prices realized during the applicable period.

Cost of Sales

Cost of sales include all raw materials, labor, transportation and general and administrative expenses directly related to the production and distribution of our products. Cost of sales also includes depreciation and amortization.

Other Income

Other income includes a net gain on sale of equity investments, for which we use the equity method of accounting, insurance claims and refunds received, gain on sale of redundant emissions rights, and other miscellaneous income.

Selling, general and administrative expenses (SG&A)

SG&A expenses consist primarily of expenses that are not directly allocable to the cost of sales, including employee benefits for employees not directly involved in the production process, corporate expense allocations from our parent company, consultancy and other third-party related expenses and other expenses. Employee benefits are the largest component of our SG&A expenses, and include wages and salaries, employee profit share and other indirect personnel-related expenses.

Other Expenses

Other expenses is primarily composed of any loss on the gas price derivative held by IFCo, and includes other miscellaneous operating expenses.

Net Finance Cost

Net finance cost consists of finance income less finance cost. For a description of finance income and finance cost, see Note 2.12 to our Consolidated Carve-out Financial Statements included elsewhere in this registration statement.

Key Performance Metrics Used by Management

The primary measure used to evaluate the OCI Nitrogen and OCI Partners LP segments is profit before income tax. The primary measure used to evaluate each of the IFCo and Natgasoline segments is capital expenditures, which is discussed in "—Liquidity and Capital Resources" below.

Results of Operations—Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

Financial Highlights

Significant changes for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 are as follows:

•

Revenue decreased by USD 280.1 million to USD 875.3 million, primarily due to:

•: A USD 184.6 million decrease in revenue from the OCI Nitrogen and Trading segment primarily caused by a 0.42 million metric ton, or 24.8%, decrease in traded volumes.

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•: A USD 95.7 million decrease in revenue from OCI Partners LP due to a planned 82 day stoppage beginning January 2015 for a planned debottlenecking project.
•: A decline in sales volumes of 0.49 million metric tons to 2.64 million metric tons in the six months ended June 30, 2015 as compared to 3.13 million metric tons in the six months ended June 30, 2014, primarily due to the decline in traded volumes described above.

•

Gross profit decreased by USD 19.7 million to USD 182.3 million, primarily due to:

•: A USD 64.4 million decrease in gross profit from OCI Partners LP resulting from the planned debottlenecking project.
•: A USD 44.5 million increase in gross profit from the OCI Nitrogen and Trading segment, primarily due to lower natural gas costs resulting from a 20.3% decrease in Dutch TTF natural gas spot prices on a U.S. dollar basis, and an 18.4% average devaluation of the Euro against the U.S. dollar resulting in lower cost of sales from fixed costs and depreciation expense which are mainly denominated in Euros.
•: Gross margin improved to 20.8% in the six months ended June 30, 2015 as compared to 17.5% in the six months ended June 30, 2014, primarily due to lower costs at the OCI Nitrogen and Trading segment as described above, as well as lower traded volumes. Traded volumes generally contribute lower gross profit margins as compared to produced volumes, meaning that the change in business mix from the lower traded volumes during the six months ended June 30, 2015 resulted in higher gross profit margins.

•

Operating profit decreased by USD 27.5 million to USD 98.7 million, primarily due to:

•: A USD 19.7 million decrease in gross profit;
•: A USD 8.6 million decrease in other income and a USD 5.0 million increase in other expenses, which were both due to the mark to market adjustment of IFCo's natural gas swaption. In the six months ended June 30, 2014, the favorable mark to market adjustment of IFCo's natural gas swaption was reflected as a gain of USD 6.6 million in other income. Adverse movements in natural gas forward prices have resulted in an unfavorable mark to market adjustment due to decrease in fair value of IFCo's natural gas swaption being reflected as a USD 5.0 million loss in other expenses in the six months ended June 30, 2015.
•: The decrease in other income and increase in other expenses was partially offset by a USD 5.8 million decrease in SG&A expenses, primarily due to an 18.4% average devaluation of the Euro against the U.S. dollar, a USD 2.5 million decrease in SG&A expense at OCI Partners LP primarily due to a decrease in legal, professional and consultation expenses, and a USD 4.1 million decrease in amortization of intangible assets, which were partially offset by an increase in IFCo's SG&A by USD 13.1 million due to an increase in permanent employees in preparation for the plant's start-up.

•

Profit before income tax decreased by USD 21.6 million to USD 98.8 million, primarily due to:

•: A USD 27.5 million decrease in operating profit as described above; and
•: A USD 2.8 million decrease in income from equity accounted investees caused by a decrease in profit from our Chinese joint venture.
•: The decrease in profit before income tax was partially offset by a USD 8.7 million decrease in net finance cost, attributed primarily to a USD 14.8 million total decrease in finance cost primarily due to an 18.4% average devaluation of the Euro against the U.S. dollar, which resulted in a decrease in finance cost associated with OCI Nitrogen's Euro denominated

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debt; partially offset by a USD 6.1 million total decrease in finance income, primarily due to settlement of loans issued to related parties by OCI Nitrogen in the second half of 2014.

•: Net profit decreased in dollar terms by USD 5.1 million, a smaller decline in dollar terms than profit before income tax, primarily due to a USD 16.5 million decrease in income tax, which was primarily due to lower profits before tax and lower profit contribution from higher tax jurisdictions.

	For the Six Months Ended June 30,

	For the Six Months Ended June 30,						Increase/ (Decrease)			Change (%)
($ millions)	2015			2014			Increase/ (Decrease)			Change (%)
Revenue, net		875.3			1,155.4			(280.1	)		(24.2	)%
Cost of sales		(693.0	)		(953.4	)		(260.4	)		(27.3	)%

Gross profit		182.3			202.0			(19.7	)		(9.8	)%
Other income		2.2			10.8			(8.6	)		(79.6	)%
Selling, general and administrative expenses		(80.8	)		(86.6	)		(5.8	)		(6.7	)%
Other expenses		(5.0	)		—			(5.0	)		N/M	⁽⁴⁾

Operating profit		98.7			126.2			(27.5	)		(21.8	)%
Finance income		10.2			16.3			(6.1	)		(37.4	)%
Finance cost		(11.9	)		(26.7	)		(14.8	)		(55.4	)%

Net finance cost		(1.7	)		(10.4	)		(8.7	)		(83.7	)%
Income from equity accounted investees (net of tax)		1.8			4.6			(2.8	)		(60.9	)%

Profit before income tax		98.8			120.4			(21.6	)		(17.9	)%
Income tax		(12.3	)		(28.8	)		(16.5	)		(57.3	)%

Net profit		86.5			91.6			(5.1	)		(5.6	)%

⁽⁴⁾: N/M refers to not material

Results of Operations by Segment

($ millions)

For the six months ended June 30, 2015
Revenue, net	757.8	117.3	—		—		0.2		875.3
Profit before income tax	123.3	14.8	(25.1	)	(2.5	)	(11.7	)	98.8

For the six months ended June 30, 2014
Revenue, net	942.4	213.0	—		—		—		1,155.4
Profit before income tax	73.0	71.0	(0.3	)	(3.3	)	(20.0	)	120.4

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	For the Six Months Ended June 30,

	2015				2014
Thousand metric tons	OCI Nitrogen & Trading		OCI Partners LP		OCI Nitrogen & Trading		OCI Partners LP
Produced ammonia		255.3		84.6		185.0		129.3
Produced CAN		565.8		—		560.3		—
Produced UAN		160.4		—		155.2		—
Produced methanol		—		211.9		—		306.1
Produced melamine		71.4		—		85.5		—
Total Trading		1,287.8		—		1,712.1		—

Total		2,340.7		296.5		2,698.1		435.4

Revenue

Revenue decreased by USD 280.1 million to USD 875.3 million in the six months ended June 30, 2015, compared to USD 1,155.4 million in the six months ended June 30, 2014, primarily due to a planned shutdown at OCI Partners LP, and lower trading volumes in the OCI Nitrogen and Trading segment, which both resulted in a decrease in total sales volumes of 0.49 million metric tons to 2.64 million metric tons in the six months ended June 30, 2015 as compared to 3.13 million metric tons in the six months ended June 30, 2014.

The OCI Nitrogen and Trading Segment

The OCI Nitrogen and Trading segment's revenue decreased by USD 184.6 million to USD 757.8 million in the six months ended June 30, 2015 as compared to USD 942.4 million in the six months ended June 30, 2014. This decrease in revenue was primarily due to a decrease in traded sales volumes in the six months ended June 30, 2015 to 1.29 million metric tons as compared to 1.71 million metric tons in the six months ended June 30, 2014, primarily due to a 0.54 million metric ton, or 67.8%, decrease in urea and ammonia traded volumes sourced from production assets in the Middle East owned by our parent company. The decrease in traded volumes was partially offset by an improvement in OCI Nitrogen's own product sales volumes to 1.05 million metric tons as compared to 0.99 million metric tons in the six months ended 2014.

The OCI Nitrogen and Trading segment was also impacted by a 10.2% decline in ammonia benchmark prices, which was partially offset by a 3.2% and 5.3% improvement in benchmark CAN and UAN prices, respectively, due to favorable weather conditions, coupled with lower production of nitrogen fertilizers by Eastern European producers during the first six months of the year.

The OCI Partners LP Segment

The OCI Partners LP segment's revenue decreased by USD 95.7 million to USD 117.3 million in the six months ended June 30, 2015 as compared to USD 213.0 million in the six months ended June 30, 2014. This decrease in revenue was primarily due to a planned shutdown to complete a debottlenecking project at the OCI Beaumont plant, which resulted in a decrease in sales volumes by 0.14 million metric tons to 0.30 million metric ton in the six months ended June 30, 2015 as compared to 0.44 million metric tons in the six months ended June 30, 2014. The debottlenecking project was executed to improve production efficiencies, reduce energy consumption, perform maintenance work, and implement environmental upgrades, which increased OCI Partners LP's annual methanol and ammonia production design capacities by 25% to approximately 912.5 thousand and 331 thousand metric tons per year, respectively. The plant's methanol and ammonia production units were shut down for 82 and 71 days, respectively, in order to complete the debottlenecking project.

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The OCI Partners LP segment was also negatively impacted by a 27.9% decrease in benchmark methanol selling price and a 5.0% decrease in benchmark ammonia selling price, in each case due to worsening in global supply and demand trends.

The IFCo Segment

The IFCo segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2016.

The Natgasoline Segment

The Natgasoline segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2017.

Cost of sales

Cost of sales decreased by USD 260.4 million to USD 693.0 million in the six months ended June 30, 2015 as compared to USD 953.4 million in the six months ended June 30, 2014. This was primarily due to the 0.49 million metric ton decrease in sales volumes as described above, coupled with decrease in production costs that was primarily due to a decrease in natural gas costs at both OCI Nitrogen and OCI Partners LP. Dutch TTF spot prices declined 2.2% on a Euro basis, which translated into a 20.3% decrease on a U.S. dollar basis. Houston Ship Channel spot prices declined 43.9%. Moreover, the 18.4% average devaluation of the Euro against the U.S. dollar in the six months ended June 30, 2015 as compared to the six months period ending June 30, 2014 resulted in lower fixed costs and depreciation expenses, which are mainly denominated in Euros at the OCI Nitrogen and Trading segment.

Gross profit

Gross profit decreased by USD 19.7 million to USD 182.3 million in the six months ended June 30, 2015 as compared to USD 202.0 million in the six months ended June 30, 2014. The decrease in gross profit was primarily attributed to a USD 64.4 million decrease in gross profit from OCI Partners LP resulting from the planned debottlenecking project and a USD 44.5 million increase in gross profit from OCI Nitrogen and Trading segment resulting primarily from lower natural gas costs and the 18.4% devaluation of the Euro against the U.S. dollar, as described above.

Gross margin improved to 20.8% in the six months ended June 30, 2015 as compared to 17.5% in the six months ended June 30, 2014, primarily due to lower costs in OCI Nitrogen and Trading segment as described above, as well as lower traded volumes. Traded volumes generally contribute lower gross profit margins as compared to produced volumes, meaning that the lower traded volumes during the six months ended June 30, 2015 resulted in higher gross profit margins.

Other income

Other income decreased by USD 8.6 million to USD 2.2 million in the six months ended June 30, 2015 as compared to other income of USD 10.8 million in the six months ended June 30, 2014. The decrease is primarily due to the mark to market adjustment of IFCo's natural gas swaption, which changed from a USD 6.6 million gain in other income for the six months ended June 30, 2014, to a USD 5.0 million loss in other expenses for the six months ended June 30, 2015. The mark to market adjustment is an adjustment to the carrying value of the IFCo natural gas swaption to reflect the fair value as of the balance sheet date. The decrease in fair value is largely a result of continued declines in natural gas price forwards during 2014 and 2015.

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Selling, general and administrative expenses

SG&A decreased by USD 5.8 million to USD 80.8 million in the six months ended June 30, 2015 as compared to USD 86.6 million in the six months ended June 30, 2014, primarily due to an 18.4% average devaluation of the Euro against the U.S. dollar, which resulted in lower U.S. dollar SG&A contribution from OCI Nitrogen, a USD 2.5 million decrease in SG&A expense at OCI Partners LP primarily due to a decrease in legal, professional and consultation expenses, and a USD 4.1 million decrease in the amortization of licenses and other rights at the OCI Nitrogen and Trading segment. Licenses and other rights resulted from the acquisition of DSM Agro and DSM Melamine business in 2010 and were amortized over five year period, which ended in March 2015. Accordingly, the amortization in the six month period ended June 30, 2015 was only for three months. The impact of the above items was partially offset by a USD 13.1 million increase in IFCo's SG&A due to an increase in permanent employee headcount in preparation for the plant's start-up, from 54 employees in the six months ended June 30, 2014 to 198 employees in the six months ended June 30, 2015.

Other expenses

Other expenses were USD 5.0 million in the six months ended June 30, 2015 as compared to zero other expenses in the six months ended June 30, 2014. The increase is due to the mark to market adjustment of the carrying value of IFCo's natural gas swaption, as described in the section entitled "—Other income" above.

Operating profit

Operating profit decreased by USD 27.5 million to USD 98.7 million in the six months ended June 30, 2015 as compared to USD 126.2 million in the six months ended June 30, 2014, primarily due to the USD 19.7 million decrease in gross profit, coupled with the changes in other income and other expenses as a result of the mark to market adjustment of the carrying value of IFCo's natural gas swaption as described in the section entitled "Other income" above. This was partially offset by the USD 5.8 million decrease in SG&A expenses described above.

Operating profit margin increased to 11.3% in the six months ended June 30, 2015 as compared to 10.9% in the six months ended June 30, 2014, primarily due to the increase in gross profit margin, partially offset by the changes in "—Other income," "—Other expenses" and "—SG&A," as described above.

Net finance cost

Net finance cost decreased by USD 8.7 million to USD 1.7 million in the six months ended June 30, 2015 as compared to USD 10.4 million in the six months ended June 30, 2014. The decrease in net finance cost was primarily a result of a USD 14.8 million decrease in finance cost, which was primarily attributed to an 18.4% average devaluation of the Euro against the U.S. dollar and a partial loan repayment instalment of EUR 50 million, resulting in a USD 4.3 million decrease in finance costs associated with OCI Nitrogen's Euro-denominated debt. This was coupled with a decrease in interest expense at OCI Partners LP attributed to the capitalization of USD 8.4 million of interest expense during the six months ended June 30, 2015 as compared to USD 2.2 million of capitalized interest expense during the six months ended June 30, 2014. This decrease in finance cost was partially offset by a USD 6.1 million decrease in finance income, which was primarily attributed to the settlement of a related party loan for USD 344.6 million in the second half of 2014 by OCI Nitrogen.

Profit before income tax

Profit before income tax decreased by USD 21.6 million to USD 98.8 million for the six months ended June 30, 2015 compared to USD 120.4 million in the six months ended June 30, 2014. The

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decrease in profit before income tax was primarily attributable to the decrease in operating profit, and a USD 2.8 million decrease in profit from equity accounted investees to USD 1.8 million for the six months ended June 30, 2015 as compared to USD 4.6 million for the six months ended June 30, 2014, caused by a decrease in profit from our Chinese joint venture. The decrease in profit before income tax was partially offset by a USD 8.7 million decrease in net finance cost, as described above.

OCI Nitrogen and Trading segment

The OCI Nitrogen and Trading segment's profit before income tax increased by USD 50.3 million to USD 123.3 million in the six months ended June 30, 2015 as compared to USD 73.0 million in the six months ended June 30, 2014, primarily due to a USD 44.5 million increase in the segment's gross profit, which was due to lower natural gas costs and the 18.4% average devaluation of the Euro against the U.S. dollar, as described above.

OCI Partners LP segment

The OCI Partners LP segment's profit before income tax decreased by USD 56.2 million to USD 14.8 million in the six months ended June 30, 2015 as compared to USD 71.0 million in the six months ended June 30, 2014, primarily as a result of the decrease in sales volumes due to the debottlenecking stoppage as described above, partially offset by a USD 6.3 million decrease in the segment's net financing cost. The decrease in net financing costs is due to capitalization of borrowing costs amounting to USD 8.4 million in the six months ended June 30, 2015 as compared to USD 2.2 million in the six months ended June 30, 2014.

The IFCo Segment

The IFCo segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2016. The USD 25.1 million loss before income tax primarily relates to SG&A expenses.

The Natgasoline Segment

The Natgasoline segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2017. The USD 2.5 million loss before income tax primarily relates to SG&A expenses.

Income tax

Income tax decreased by USD 16.5 million to USD 12.3 million in the six months ended June 30, 2015 as compared to USD 28.8 million in the six months ended June 30, 2014. The effective tax rate in the six months ended June 30, 2015 was 12.4% as compared to 23.9% in the six months ended June 30, 2014. The decrease in income tax and effective tax rate was primarily a result of a decrease in income before tax and lower contribution from high tax jurisdiction, which resulted in a decrease in the weighted average statutory tax rate from 28.1% to 19.0%.

Net profit

Net profit decreased by USD 5.1 million to USD 86.5 million in the six months ended June 30, 2015 as compared to USD 91.6 million in the six months ended June 30, 2014. The decrease in net profit was primarily attributed to the decrease in profit before income tax by USD 21.6 million, which was partially offset by the USD 16.5 million decrease in income tax.

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Results of Operations—Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Financial Highlights

Significant changes for the year ended December 31, 2014 as compared to the year ended December 31, 2013 are as follows:

•

Revenue increased by USD 121.6 million to USD 2,266.6 million, primarily due to:

•: A USD 146.8 million increase in revenue from the OCI Nitrogen and Trading segment, primarily due to a 0.16 million metric ton increase in sales volumes, with ammonia contributing a larger portion of our total traded volumes at 24.7% in 2014 as compared to 9.8% in 2013. This increase in ammonia traded volumes was coupled with a 4.6% increase in European ammonia benchmark prices.
•: A USD 25.2 million decrease in revenue from the OCI Partners LP segment, primarily caused by a 0.05 million metric ton decrease in total ammonia and methanol sales volumes due to unplanned stoppages during the year.
•: An increase in sales volumes of 0.11 million metric tons to 6.11 million metric tons for the year ended December 31, 2014 as compared to 6.00 million metric tons for the year ended December 31, 2013.

•

Gross profit decreased by USD 7.5 million to USD 441.4 million, primarily due to a USD 129.1 million increase in cost of sales, primarily due to:

•: higher sales volumes as described above, higher natural gas prices at OCI Partners LP due to Houston Ship Channel benchmark spot prices increasing 17.2% on average during 2014, and a USD 13.3 million increase in maintenance and labor costs at OCI Partners LP as a result of unplanned stoppages during the year.
•: These increases in cost of sales were partially offset by a decrease in natural gas costs at OCI Nitrogen, with Dutch TTF benchmark spot prices decreasing 22.6% in U.S. dollar equivalent, resulting in a USD 53.8 million decrease in the segment's cost of sales.
•: Gross margin decreased to 19.5% in 2014 as compared to 20.9% in 2013. The decrease in gross margin was primarily due to the higher cost of sales at OCI Partners LP as described above.

•

Operating profit increased by USD 7.0 million to USD 274.2 million, primarily due to:

•: a decrease in other expenses of USD 29.9 million partially offset by a USD 14.9 million increase in SG&A expenses.
•: The decrease in other expense was primarily due to the unfavorable mark to market adjustment to the carrying value of IFCo's natural gas swaption which amounted to USD 6.4 million in 2014 as compared to USD 34.4 million in 2013.
•: The increase in SG&A was primarily due to an increase of IFCo's SG&A due to the increase in permanent headcount in preparation for the plant's start-up.

•

Profit before income tax increased by USD 29.1 million to USD 265.4 million, primarily due to:

•: a USD 7.0 million increase in operating profit; and
•: a USD 24.7 million decrease in net finance cost, primarily due to a USD 7.0 million increase in finance income and a USD 16.5 million decrease in finance cost:

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•: The increase in finance income was primarily attributed to IFCo receiving a full year of interest income on its restricted funds during 2014 as compared to six months during 2013 (see "—Liquidity and Capital Resources—Derivative Financial Instruments").
•: The decrease in finance costs was primarily attributed to a decrease in interest expense at OCI Nitrogen due to a partial loan repayment installment of EUR 50.0 million in 2014, coupled with lower interest expense at OCI Partners LP related to lower interest rates and capitalization of USD 6.4 million in interest expense in 2014 as compared to USD 1.0 million in 2013.

•: Net profit increased by USD 42.9 million to USD 210.8 million, primarily due to the aforementioned increase in profit before income tax and a USD 13.8 million decrease in income tax, which was primarily due to tax benefits on the financing of OCI Partners LP.

	For the Years Ended December 31,

	For the Years Ended December 31,						Increase/ (Decrease)			Change (%)
	2014			2013			Increase/ (Decrease)			Change (%)
	($ millions)
Revenue, net		2,266.6			2,145.0			121.6			5.7	%
Cost of sales		(1,825.2	)		(1,696.1	)		129.1			7.6	%

Gross profit		441.4			448.9			(7.5	)		(1.7	)%
Other income		7.6			8.1			(0.5	)		(6.2	)%
Selling, general and administrative expenses		(168.4	)		(153.5	)		14.9			9.7	%
Other expenses		(6.4	)		(36.3	)		(29.9	)		(82.4	)%

Operating profit		274.2			267.2			7.0			2.6	%
Finance income		34.0			25.8			8.2			31.8	%
Finance cost		(47.4	)		(63.9	)		(16.5	)		(25.8	)%

Net finance cost		(13.4	)		(38.1	)		(24.7	)		(64.8	)%
Income from equity accounted investees (net of tax)		4.6			7.2			(2.6	)		(36.1	)%

Profit before income tax		265.4			236.3			29.1			12.3	%
Income tax		(54.6	)		(68.4	)		(13.8	)		(20.2	)%

Net profit		210.8			167.9			42.9			25.6	%

Results of Operations by Segment

($ millions)

For the year ended December 31, 2014
Revenue, net	1,863.8	402.8	—		—		—		2,266.6
Profit before income tax	212.1	121.3	(27.2	)	(9.0	)	(31.8	)	265.4

For the year ended December 31, 2013
Revenue, net	1,717.0	428.0	—		—		—		2,145.0
Profit before income tax	164.7	156.1	(39.0	)	(4.3	)	(41.2	)	236.3

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	For the Years Ended December 31,

	2014				2013
	OCI Nitrogen & Trading		OCI Partners LP		OCI Nitrogen & Trading		OCI Partners LP
	Thousand metric tons
Produced ammonia		402.2		252.2		442.0		259.2
Produced CAN		1,158.7		—		1,131.0		—
Produced UAN		321.1		—		358.1		—
Produced methanol		—		614.3		—		655.6
Produced melamine		165.5		—		146.5		—
Total Trading		3,198.7		—		3,014.1		—

Total		5,246.2		866.5		5,091.7		914.8

Revenue

Revenue increased by USD 121.6 million to USD 2,266.6 million for the year ended December 31, 2014 compared to USD 2,145.0 million for the year ended December 31, 2013, primarily due to a 0.11 million metric ton increase in sales volumes to 6.11 million metric tons for the year ended December 31, 2014 as compared to 6.00 million metric tons for the year ended December 31, 2013.

The OCI Nitrogen and Trading Segment

The OCI Nitrogen and Trading segment's revenue increased by USD 146.8 million to USD 1,863.8 million in 2014 as compared to USD 1,717.0 million in 2013, primarily due to a 0.16 million metric ton increase in sales volumes to 5.25 million metric tons for the year ended December 31, 2014 as compared to 5.09 million metric tons for the year ended December 31, 2013. The increase in volumes was primarily as a result of a 0.19 million metric ton increase in traded ammonia volumes, which represented a larger portion of our total traded volumes during 2014, contributing 24.7% of total traded product mix in 2014 as compared to 9.8% in 2013. The increase in traded volumes was partially offset by a 0.03 million metric ton decrease in sales volumes from OCI Nitrogen, primarily due to lower ammonia and UAN sales volumes.

The OCI Nitrogen and Trading segment also benefitted from a 4.6% increase in European ammonia prices primarily attributed to global supply constraints coupled with the increase in ammonia traded volumes. This was partially offset by flat overall nitrogen fertilizer prices due to fluctuations in supply and demand throughout the year, the depreciation of the Euro as compared to the U.S. dollar and weaker melamine prices due to subdued demand.

The OCI Partners LP Segment

The OCI Partners LP segment's revenue decreased by USD 25.2 million to USD 402.8 million in 2014 as compared to USD 428.0 million in 2013, primarily due to a 5.3% decrease in sales volumes by OCI Partners LP. The decrease in sales volume was attributable to unplanned stoppages of ammonia and methanol production units in the first and third quarters of 2014, for 45 days and 28 days, respectively, as a result of electrical power outages and necessary repairs.

Additionally, during 2014, sales prices for ammonia and methanol increased by 0.4% on average. During the beginning of 2014, methanol benchmark prices were elevated due to global supply disruptions caused by production issues primarily attributable to natural gas supply restrictions, but during the second half of 2014, prices declined due to an increase in global supply from the recovery of global production, which outpaced demand growth. Ammonia benchmark prices fell during the

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beginning of 2014 due to lower demand as a result of poor weather conditions, but increased during the second half of 2014 due to improved demand coupled with supply constraints.

The IFCo Segment

The IFCo segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2016.

The Natgasoline Segment

The Natgasoline segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2017.

Cost of sales

Cost of sales increased by USD 129.1 million to USD 1,825.2 million in 2014 as compared to USD 1,696.1 million in 2013. This increase was primarily due to higher sales volumes as described above, higher natural gas prices at OCI Partners LP as a result of Houston Ship Channel benchmark spot prices increasing by 17.2% on average during 2014, and a USD 13.3 million increase in maintenance and labor costs at OCI Partners LP as a result of the unplanned shutdowns described above. These increases in cost of sales were partially offset by a decrease in natural gas costs at OCI Nitrogen, with Dutch TTF benchmark spot prices decreasing 22.6% in U.S. dollar equivalent, which resulted in a decrease in cost of sales of approximately USD 53.8 million.

Gross profit

Gross profit decreased by USD 7.5 million to USD 441.4 million in 2014, primarily due to a USD 53.0 million decrease in OCI Partners LP's gross profit primarily attributable to the segment's higher cost of sales as described above. This decrease was partially offset by a USD 47.1 million increase in the OCI Nitrogen and Trading segment's gross profit, which was primarily due to the segment's lower cost of sales, as described above.

Gross margin decreased to 19.5% in 2014 as compared to 20.9% in 2013, as a result of the higher cost of sales described above.

Other income

Other income decreased by USD 0.5 million to USD 7.6 million in 2014 as compared to USD 8.1 million in 2013, primarily due to a USD 2.3 million decrease in insurance claims and other income at our operating entities, which was partially offset by a USD 1.8 million increase in proceeds from the sale of carbon dioxide emissions rights.

Selling, general and administrative expenses

SG&A expenses increased by USD 14.9 million to USD 168.4 million in 2014 as compared to USD 153.5 million in 2013, primarily due to an increase in wages and salaries of USD 13.8 million. Wages and salaries increased due to the increase in permanent headcount at IFCo from 14 employees as of December 31, 2013 to 166 employees as of December 31, 2014.

Other expenses

Other expenses decreased by USD 29.9 million to USD 6.4 million in 2014 as compared to USD 36.3 million in 2013, primarily due to the unfavorable mark to market adjustment to the carrying value of IFCo's natural gas swaption which amounted to USD 6.4 million in 2014 as compared to

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USD 34.4 million in 2013. The change in the fair value is largely the result of continued declines in natural gas price forwards during 2014 and 2015.

Operating profit

Operating profit increased by USD 7.0 million to USD 274.2 million in 2014, primarily due to the decrease in other expenses by USD 29.9 million, partially offset by a USD 14.9 million increase in SG&A expenses as well as a USD 7.5 million decrease in gross profit. The decrease in other expense was mainly due to the unfavorable mark to market adjustment to the carrying value of IFCo's natural gas swaption which amounted to USD 6.4 million in 2014 as compared to USD 34.4 million in 2013. The increase in SG&A was primarily due to an increase of IFCo's SG&A due to the increase in permanent headcount in preparation for the plant's start-up.

Net finance cost

Net finance cost decreased by USD 24.7 million to USD 13.4 million in 2014 compared to USD 38.1 million in 2013. The decrease in net finance cost was primarily due to an USD 8.2 million increase in finance income, which was primarily attributable to IFCo receiving a full year of interest income on its restricted funds during 2014 totaling USD 3.8 million as compared to six months during 2013 totaling USD 1.9 million (see "—Liquidity and Capital Resources—Derivative Financial Instruments"). This was coupled with a USD 16.5 million decrease in finance cost, primarily attributed to a decrease in interest expense at OCI Partners LP related to lower interest rates and capitalization of USD 6.4 million in interest expense in 2014 as compared to USD 1.0 million in 2013, as well as with a USD 6.7 million in interest expense in 2013 related to a loss on extinguishment of debt as a result of the OCI Partners LP debt refinancing, as compared to no loss on extinguishment of debt in 2014.

Profit before income tax

Profit before income tax increased by USD 29.1 million to USD 265.4 million in 2014 as compared to USD 236.3 million in 2013 due to the USD 7.0 million increase in operating profit, coupled with a USD 24.7 million decrease in net finance cost as described above. The increase in operating profit and decrease in net finance cost was partially offset by a USD 2.6 million decrease in income from equity accounted investees, primarily due to a USD 2.6 million decrease in profit from our joint ventures in South America and Spain.

OCI Nitrogen and Trading Segment

The OCI Nitrogen and Trading segment's profit before income tax increased by USD 47.4 million to USD 212.1 million in 2014 as compared to USD 164.7 million in 2013. The increase in profit before income tax was primarily due to a USD 42.7 million increase in operating profit and an USD 7.4 million decrease in net finance cost, which was partially offset by the USD 2.6 million decrease in income from equity accounted investees contributed from the segment's joint ventures in South America and Spain.

OCI Partners LP Segment

The OCI Partners LP segment's profit before income tax decreased by USD 34.8 million to USD 121.3 million in 2014 as compared to USD 156.1 million in 2013. The decrease in profit before income tax was primarily due to the USD 53.7 million decrease in operating profit as a result of unplanned stoppages, partially offset by a USD 18.9 million decrease in the segment's net financing cost as described above.

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The IFCo Segment

The IFCo segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2016. The USD 27.2 million loss before income tax primarily relates to SG&A expenses.

The Natgasoline Segment

The Natgasoline segment is a greenfield growth initiative that is currently under construction and is expected to begin generating revenue in 2017. The USD 9.0 million loss before income tax primarily relates to SG&A expenses.

Income tax

Income tax in 2014 amounted to USD 54.6 million, equivalent to an effective tax rate of 20.5%, compared to an income tax expense of USD 68.4 million in 2013, equivalent to an effective rate of 28.9%. The decrease in income tax and effective income tax rate in 2014 was primarily due to tax benefits on the financing of OCI Partners LP offset by minority interest tax expense related to non-controlling interest holders in OCI Partners LP and unrecognized tax assets on certain start-up losses.

Net profit

Net profit increased by USD 42.9 million to USD 210.8 million in 2014 as compared to USD 167.9 million in 2013, primarily due to the aforementioned increase in profit before income tax. The larger increase in net profit as compared to profit before income tax was attributed to a decrease in the effective tax rate to 20.5% in 2014 as compared to 28.9% in 2013.

Liquidity and Capital Resources

Overview

We have historically funded our operations principally through operating cash flow, loans, which include revolving credit facilities, cash investments and sales of equity. We have access to long-term financing from financial institutions, related parties, and through bond issuances, to fund our capital expenditures for expansion. Cash is used to meet continuing operating obligations and costs, and for investing activities, capital expenditures, working capital outflows, the payment of long-term and short-term debt, and distribution of profits to shareholders. Our working capital requirements are affected by several factors, including demand for our products, selling prices, raw material costs, freight and seasonal factors inherent in the business.

In the six months ended June 30, 2015, the following significant events have had or will have an impact on our cash and liquidity position:

•: OCI Partners LP underwent a planned USD 384.0 million debottlenecking project, of which USD 314.0 million in project expenditures was paid in cash as of June 30, 2015. In April 2015, OCI Partners LP issued 3,502,218 common units representing limited partner interests in the Partnership to our parent company for a capital contribution of USD 60.0 million in order to fund the balance of the debottlenecking project costs.
•: We entered into contracts to purchase property, plant and equipment totaling USD 1,108.7 million, of which USD 79.5 million was capital commitments pertaining to IFCo, USD 10.0 million for OCI Nitrogen and USD 1,019.2 million for Natgasoline. Further details are provided below and in the Carve-out Financial Statements found elsewhere in this document.

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Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of 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 to manage its short-term commitments. Restricted cash comprises cash balances where specific restrictions exist on our ability to use this cash. Under the terms of the IFCo Collateral Agency Agreement with UMB Bank, N.A., restricted cash related to the project's funding requirements totaled USD 258.2 million as of June 30, 2015 as compared to USD 410.2 million as of December 31, 2014.

As of June 30, 2015, we had cash and cash equivalents of USD 355.7 million as compared to USD 595.0 million as of December 31, 2014 and USD 1,464.7 million at December 31, 2013.

Capacity Expansion Projects

We are currently constructing two greenfield production facilities in the United States, IFCo and Natgasoline, which require significant capital commitments. In 2014, we spent USD 835.7 million in capital expenditures related to the construction of these facilities, and in the six months ended June 2015 we spent USD 418.8 million in capital expenditures for the construction of these facilities.

The following table presents the capital expenditures for IFCo and Natgasoline for the respective periods:

	Capital Expenditures

	Six Months Ended June 30,				Years Ended December 31,
	2015		2014		2014		2013
	USD millions
IFCo		199.0		269.9		678.7		633.8
Natgasoline		219.8		65.2		157.0		3.5

Capital expenditures

Capital expenditures are defined as expenditures on the maintenance and expansion of our existing operations, and the development of new greenfield assets. Capital expenditures totaled USD 1,139.0 million in 2014 as compared to USD 787.2 million during 2013. Capital expenditures totaled USD 628.4 million in the six months ended June 30, 2015. The year-over-year increase in capital expenditures is primarily the result of the construction of the two greenfield projects in the United States, IFCo and Natgasoline, as well as the USD 384.0 million planned debottlenecking project at OCI Partners LP, of which USD 314.0 million in project expenditures was paid in cash as of June 30, 2015.

Loans and borrowings

Our loans and borrowings as of June 30, 2015 include secured and unsecured bank loans and a non-recourse project finance municipal bond issued by the Iowa Finance Authority's private activity tax-exempt Midwestern Disaster Area bond program, the proceeds of which were loaned to IFCo. Our debt instruments are subject to customary financial incurrence covenants and contain standard cross-default clauses which provide that default or acceleration of any of our payment obligations under our other loans and certain other financial indebtedness specified in the loan agreements may be deemed an event of default under the bank loans. As of June 30, 2015, we were not in default on any of the covenants under our secured and unsecured bank loans and unsecured bank facilities.

As of December 31, 2014, gross debt, representing bank facilities, related party loans, short term loans and long term loans, was USD 2,388.0 million as compared to USD 2,497.5 million at December 31, 2013. Net debt, which is defined as gross debt including related party loans less cash and cash equivalents, amounted to USD 1,793.0 million compared to USD 1,032.8 million as of December 31, 2013. As of June 30, 2015, gross debt stood at USD 2,582.1 million and net debt amounted to USD 2,226.4 million.

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Our debt instruments as of June 30, 2015 were as follows:

Borrowing Company	Type of loan	Interest rate		Carrying amount		Collateral/Guarantee given (if applicable)

				($ millions)
Iowa Fertilizer Company (IFCo)	Secured	2019: fixed 5.0% 2022: fixed 5.50% 2025: fixed 5.25%	Dec 2025		1,173.2	Certain bank accounts, personal property of IFCo, all funds, including equity contributions of USD 612 million by Parent company.
Iowa Fertilizer Company (IFCo)	Secured	LIBOR + 3% margin	Dec 2019		58.1	All assets to which IFCo is entitled or which it otherwise has any interest upon. Collateral does not include excluded collateral or any of the funds or accounts established and maintained under the indenture (convertible notes).
OCI Nitrogen B.V.	Secured	LIBOR/EURIBOR + a variable margin based on leverage ratio ranging 2.25%—3.5%	Dec 2016		385.4	Pledge of OCI Fertilizer International shares in OCI Nitrogen, pledge of moveable assets, trade receivables and company accounts, property mortgage.
OCI Fertilizer Trading Ltd. and OCI Fertilizer Trade & Supply B.V.	Secured	LIBOR + 2.5%	Renewed annually		15.8	OCI Fertilizer B.V. as guarantor and pledge over all commodities and bank accounts.
OCI Partners LP	Secured	USD LIBOR + 4.5% Margin, with USD LIBOR floor of 1%	Aug 2019		376.9	Secured by liens on OCI Partners LP's assets, as well as assets of future combined entities.
OCI Partners LP	Secured	Base Rate loans, 1.75% or USD LIBOR + 2.75% Margin	Mar 2016		39.9	Secured by liens on OCI Partners LP's assets, as well as assets of future combined entities.
Total secured loans and borrowings					2,049.3
OCI Fertilizer International B.V.	Related party	USD LIBOR + 1.4% Margin	Dec 2019		464.1
OCI Fertilizer International B.V.	Related party	USD LIBOR + 1.4% Margin	Dec 2019		64.5
OCI Fertilizer Trade & Supply B.V.	Related party	3.0% fixed rate	Dec 2015		4.2
Total related party loans					532.8
Total as of June 30, 2015					2,582.1

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Derivative Financial Instruments

On April 12, 2013, IFCo entered into a derivative financial instrument, which is referred to in this document as IFCo's natural gas swaption, with Merrill Lynch Commodities, Inc., which is referred to in this document as MLCI, to attempt to mitigate the potential impact of sustained increases in natural gas prices for a portion of the expected usage upon completion of IFCo's construction. IFCo's natural gas swaption covers approximately 50% of IFCo's natural gas needs for the seven-year period commencing on November 1, 2015. IFCo's natural gas swaption gives it an option to buy 95,887,500 MMBtu at a strike price of USD 6.00/MMBtu for years 2015 to 2018 and USD 6.50/MMBtu for years 2019 to 2022. At June 30, 2015 and December 31, 2014, the fair value of IFCo's natural gas swaption was USD 0.9 million and 4.8 million, respectively. Because the ENA business does not apply hedge accounting, all fair value changes related to IFCo's natural gas swaption are recognized in profit or loss.

A premium of USD 15.0 million is scheduled to be paid on IFCo's natural gas swaption during each of 2016 and 2017. In exchange, IFCo will have the right, but not the obligation, to exercise an option on seven annual exercise dates relating to the corresponding annual calculation periods that commence approximately six months after the exercise dates. As part of the terms, if exercised, MLCI will pay IFCo an amount equal to the difference between the then-current floating price and strike price, implied by a specific volume of gas.

Cash Flow Comparisons—Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

	Unaudited

	Six Months Ended June 30,
($ millions)	2015			2014
Cash flows from operating activities		72.4			164.8
Cash flows used in investing activities		(604.3	)		(440.7	)
Cash flows from/(used in) financing activities		298.2			(158.3	)

Net cash flows		(233.7	)		(434.2	)

Cash Flow from Operating Activities

Net cash from operating activities decreased by USD 92.4 million to USD 72.4 million in the six months ended June 30, 2015 compared to USD 164.8 million for the six months ended June 30, 2014, primarily due to the following factors:

•: Net income adjusted for non-cash items, net finance cost, income from equity accounted investees, share-based payments, and tax decreased by USD 24.6 million to USD 150.4 million in the six months ended June 30, 2015 as compared to USD 175.0 in the six months ended June 30, 2014. This was primarily due to a USD 27.5 million decrease in operating profits after accounting for depreciation and share based payments.
•: Inventory increased by USD 27.2 million in the six months ended June 30, 2015 as compared to a decrease of USD 15.0 million in the six months ended June 30, 2014, mainly due to a buildup of CAN inventory at OCI Nitrogen during 2014 to cover demand during a planned turnaround in March 2015.
•: Trade and other receivables, including related party receivables, increased by USD 5.2 million in the six months ended June 30, 2015 as compared to a USD 143.8 million decrease in the six months ended June 30, 2014, primarily due to a USD 92.6 million decrease in related party receivables.

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•: Trade and other payables, including related party payables, decreased by USD 4.6 million in the six months ended June 30, 2015 as compared to a USD 50.0 million increase in the six months ended June 30, 2014, primarily due to a USD 69.9 million increase in related party payables. There was no similar movement in related party receivables and payables in the six months period ending June 30, 2015.

Cash Flow used in Investing Activities

Net cash used in investing activities increased by USD 163.6 million to USD 604.3 million in the six months ended June 30, 2015 compared to USD 440.7 million in the six months ended June 30, 2014. The increase was primarily due to the ramp up in the development and construction of the IFCo plant, the debottlenecking costs of OCI Partners LP and the construction at Natgasoline, which resulted in total investments in property, plant and equipment of USD 608.8 million in the six months ended June 30, 2015 as compared to USD 449.1 million in the six months ended June 30, 2014.

Cash Flows from/(used in) Financing Activities

Net cash from financing activities amounted to USD 298.2 million in the six months ended June 30, 2015 compared to cash flows used in financing activities of USD 158.3 million in the six months ended June 30, 2014, primarily due to:

•: Proceeds from a USD 78.0 million capital contribution from our parent company to OCI Fertilizer International B.V. in 2015;
•: An increase in proceeds from loans and borrowings of USD 79.2 million to USD 108.3 million primarily from the new revolving credit facility at OCI Partners LP for USD 40.0 million and a new credit agreement at IFCo for USD 59.7 million; and
•: An increase in proceeds from related party loans USD 183.0 million as compared to no change in related party loans in the six months ended June 30, 2014 due to a new loan between OCI Fertilizer International and OCI Overseas Holding.

Cash Flow Comparisons—Years Ended December 31, 2014 and 2013

	Audited

	Years Ended December 31,
($ millions)	2014			2013
Cash flows from operating activities		285.2			12.4
Cash flows (used in)/from investing activities		(1,033.0	)		518.4
Cash flows (used in)/from financing activities		(111.7	)		830.1

Net cash flows		(859.5	)		1,360.9

Cash Flow from Operating Activities

Net cash from operating activities increased by USD 272.8 million to USD 285.2 million in 2014 as compared to USD 12.4 million in 2013, primarily due to the following factors:

•: Net income adjusted for non-cash items, net finance cost, income from equity accounted investees, share-based payments, and tax increased by USD 8.8 million to USD 379.1 million in 2014 as compared to USD 370.3 in 2013. This was primarily due to a USD 7.0 million increase in operating profits in 2014 after accounting for depreciation and share based payments.

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•: Trade and other receivables, including related party receivables, decreased by USD 123.5 million in 2014 as compared to a USD 310.9 million increase in 2013. The decrease in 2014 was primarily due to a USD 118.8 million decrease in related party receivables, excluding the impact of a USD 344.6 million non-cash settlement through the declaration of dividends. The increase in 2013 was primarily due to the issuance of a USD 290.0 million loan to a related party.
•: Income taxes paid to related parties amounted to USD 64.3 million in 2014 as compared to zero in 2013. The amount in 2014 represents payments from OCI Nitrogen to OCI N.V. which is in the same Dutch tax unity, and covers both years ended December 31, 2013 and December 31, 2014.

Cash Flow (used in)/from Investing Activities

Net cash used in investing activities amounted to USD 1,033.0 million in 2014 compared to net cash from investing activities of USD 518.4 million in 2013. The change in 2014 was primarily due to the ramp up in development and construction of IFCo's plant, the costs to prepare for the planned debottlenecking of OCI Partners LP, and the start of construction at Natgasoline, for which the total investments in property, plant and equipment were USD 1,041.4 million in 2014 as compared to USD 681.2 million in 2013. Cash from investing activities in 2013 included USD 1,194.1 million in proceeds from the sale of U.S. Treasury Bills. The cash proceeds were invested under an investment agreement with Natixis Funding Corporation and are restricted due to the requisition procedures in the Collateral Agency Agreement.

Cash Flows (used in)/from Financing Activities

Net cash used in financing activities increased by USD 941.8 million to USD 111.7 million in 2014 compared to net cash from financing activities of USD 830.1 million in 2013, primarily due to the following occurrences:

•: USD 675.4 million in parent company capital contributions to IFCo in March and May 2013, as well as proceeds from the initial public offering of OCI Partners LP in October 2013, as compared to no capital equity contribution or issuance in 2014;
•: The payment of USD 59.0 million in distributions from OCI Partners LP to unitholders in 2014 as compared to no dividends or distributions in 2013; and
•: The net repayments of loans and borrowings of USD 52.7 million in 2014 as compared to net proceeds of loans and borrowings of USD 154.7 million in 2013.

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Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations and Commercial Commitments

The following table presents our contractual obligations and commercial commitments as of December 31, 2014:

($ millions)

Long-term debt obligations (A)	537.1	773.7	709.3	941.2	2,961.3
Capital lease obligations	—	—	—	—	—
Operating lease obligations (B)	8.4	14.9	5.3	33.9	62.5
Purchase obligations (C)	737.7	845.2	—	—	1,582.9
Purchase commitments for raw materials (D)	57.4	61.7	61.7	61.2	242.0
Other long-term liabilities (E)	6.3	30.0	—	—	36.3

Total	1,346.9	1,725.5	776.3	1,036.3	4,885.0

(A): Refer to Note 5 in the Notes to the Combined Carve-out Financial Statements for details of our long-term debt obligations.
(B): Refer to Note 25 in the Notes to the Combined Carve-out Financial Statements for details on our operating lease obligations.
(C): Refer to Note 24 in the Notes to the Combined Carve-out Financial Statements for details on our purchase obligations.
(D): Includes minimum commitments to purchase natural gas, hydrogen, nitrogen and other raw materials required to produce our finished goods at each of our operating facilities, and future commitments at OCI Partners LP. Quantities of feedstock and raw materials to be purchased are subject to change based on our current and expected production.
(E): Includes premiums to be paid under IFCo's swaption agreement with MLCI.

Off-Balance Sheet Arrangements

Other than the commitments disclosed in the table above, we had no off-balance sheet arrangements as of December 31, 2014.

Critical Accounting Policies and Significant Estimates

We set out the most significant accounting policies, judgments and estimates in our Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements included elsewhere in this document. The preparation of the Combined Carve-out Financial Statements and the Unaudited Condensed Combined Interim Carve-out Financial Statements in compliance with IFRS requires management to make judgments, estimates and assumptions that affect amounts reported in the Combined Carve-out Financial Statements and the Unaudited Condensed Combined Interim Carve-out Financial Statements. The estimates and assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances and are used to judge the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. 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 both current and future periods.

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See Note 2 "Summary of significant accounting policies" in the Notes to the Combined Carve-out Financial Statements and the Unaudited Condensed Combined Interim Carve-out Financial Statements included elsewhere in this document for further discussion on our significant accounting policies.

Revenue recognition

Revenues comprise the fair value of the consideration received or receivable from the sale of goods and services to third parties in the ordinary course of our activities, excluding any taxes levied on those revenues and taking into account any discounts granted. We recognize revenue when the amount of revenue can be reliably determined and it is probable that we will receive the determined amount as described below.

Revenue on goods sold is recognized when persuasive evidence exists, typically in the form of an executed sales agreement, that the significant risks and rewards of ownership of the goods have transferred to the customer, the associated costs and risk of possible return of goods can be estimated reliably and there is no continuing management involvement with the goods. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue when the revenue is recognized. The timing of the transfer of risks and rewards varies depending on the individual terms of each sales agreement. Typically the transfer and related recognition of revenue occurs either when the product is received at the customer's warehouse or the products leave our warehouse; however, for some international shipments transfer occurs on loading the goods onto the relevant carrier at the port. Generally the customer has no right of return.

Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and any impairment. Cost includes expenditures that are directly attributed to the acquisition of the asset. The cost of self-constructed assets includes cost of material, direct labor, other directly attributed costs incurred to make the asset ready for its intended use, cost of asset retirement obligations and any capitalized borrowing cost.

When parts of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference 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 probable that the future economic benefits associated with the expenditure will flow to our business and extend the useful life of the asset. 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 average turn-over is at least 12 months or more, otherwise they are recognized within inventories.

Expenditures incurred for purchasing and constructing property, plant and equipment are initially recorded as 'under construction' until the asset is completed and becomes ready for use. Upon the completion of the assets, the recognized costs are reclassified from 'under construction' to its final category of property, plant and equipment. Assets under construction are not depreciated and are measured at cost less any impairment losses.

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Goodwill and Intangible assets

Intangible assets with finite useful lives are carried at cost less accumulated amortization and any impairment. Amortization is calculated using the 'straight-line' method based on the estimated useful lives. Management makes estimates regarding assets' useful lives and adjusts them if appropriate at each balance sheet date. For intangible assets with finite useful lives, we assess on an annual basis whether indicators exist that the intangible assets might be impaired by comparing the recoverable amounts to their carrying amounts. In determining the recoverable amounts of intangible assets, we make estimates and assumptions about future cash flows associated with the asset. The discount rates used in order to calculate the net present value of the future cash flows in the impairment analysis is based on the Weighted Average Cost of Capital ("WACC").

The Combined Carve-out Statements of Financial Position contained in the Combined Carve-out Financial Statements include all of the goodwill and the other intangible assets directly attributable to the specific legal entities that comprise the ENA business of OCI N.V.

Within these specific legal entities which represent cash generating units, as of December 31, 2014, goodwill totaled USD 45.7 million, attributable to (1) the acquisition of OCI Beaumont, subsequently renamed OCI Partners LP, for USD 23.0 million in 2012 and (2) the acquisition of OCI Europoort by OCI Nitrogen B.V. in 2012 for USD 22.7 million.

Goodwill has been allocated to the aforementioned cash generating units as follows:

	As of December 31,

(USD millions)	2014		2013
OCI Partners		23.0		23.0
OCI Nitrogen		22.7		25.7

Total		45.7		48.7

OCI allocated the goodwill from the OCI Beaumont acquisition to OCI Partners LP and allocated the goodwill from the OCI Terminal Europoort acquisition to OCI Nitrogen.

The impairment test was carried out by discounting future cash flows to be generated into perpetuity from cash generating units to which the goodwill applies and on the assumption of an indefinite life. Key assumptions used in the calculation of the recoverable amounts are the discount rate, the terminal value growth rate, selling price outlook per product and the number of expected operating days. Selling price assumptions are based on a published independent price outlook prepared by global fertilizer experts. The other assumptions are based on past experience and external sources, but are unpredictable and inherently uncertain.

The impairment test is based on specific estimates for the future cash flow projections for the years 2014-2019 which are approved by the board of directors of OCI. For the subsequent years the residual value was calculated on the basis of the results in the last year of relevant forecasts and whereby a perpetual growth rate of 2.0% was taken into account. The estimated pre-tax cash flows are discounted to their present value using a pre-tax weighted average cost of capital for OCI Nitrogen of 12.0% in 2013 and 11.6% in 2014 and for OCI Partners LP of 14.8% in 2013 and 14.3% in 2014.

In determining the pretax discount rate, first the post-tax average cost of capital was calculated for OCI Nitrogen and OCI Partners LP. The post-tax rate is based on debt leveraging compared to the market value of equity of 10%.

The result of the impairment test was that the recoverable amounts exceeded the carrying values for OCI Nitrogen by USD 693.0 million as of December 31, 2013 and USD 881.0 million as of

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December 31, 2014 and for OCI Partners LP by USD 498.0 million as of December 31, 2013 and USD 766.0 million as of December 31, 2014.

When performing the annual impairment test, we performed sensitivity analysis. The effect on the recoverable amount of 100 bps modifications in the assumed WACC and the terminal growth rate showed that both cash generating units have sufficient headroom.

See Note 2 "Summary of significant accounting policies" and Note 7 "Goodwill and other intangible assets" in the Notes to the Combined Carve-out Financial Statements and the Unaudited Condensed Combined Interim Carve-out Financial Statements for further details.

Fair value

Financial instruments at fair value through profit or loss are measured at fair value. Any changes, including any interest or dividend income, or any directly attributed transaction costs are recognized under Finance income and Finance cost within the Statements of Profit or Loss and Other Comprehensive Income. A financial instrument is classified at fair value through profit or loss if it is classified as held-for-trading or designated into this category. These financial instruments are initially recognized on the trade date.

The fair value of financial instruments traded in active markets (financial instruments in the fair value hierarchy category 1) are based on quoted market prices at the balance sheet date. The fair value of financial instruments that are not traded in an active market (financial instruments in the fair value hierarchy category 2) is determined using generally accepted valuation techniques. These valuation techniques include estimates and assumptions about forward rates, discount rates based on a single interest rate, or on a yield-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 value of 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 the 'boot-strap' method. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. The net carrying amount of trade receivables and trade payables is assumed to approximate the fair value due to the short term nature.

The fair value of non-current financial liabilities is estimated by discounting the future cash flows using yield-curves. For unlisted equity securities in the available-for-sale category (financial instruments in the fair value hierarchy category 3) the equity-method is used as a proxy for fair value. In using the equity method, input is derived from the financial statements of the unlisted equity investments. Counterparty risk in connection with triggers for impairment is based on judgment of the financial position of the counterparty. A significant and prolonged decline in fair value of available-for-sale financial assets depends on the average volatility of the instrument, if an instrument exceeds certain ranges in both time frame and negative volatility, a trigger for impairment is considered. This is considered on an item-by-item basis.

Impairment of financial instruments (including trade receivables)

Objective evidence may exist in circumstances in which a counterparty has been placed in bankruptcy, or has failed on the repayments of principal and interest. In other circumstances, we use judgment in order to determine whether a financial asset may be impaired. We use judgment in order 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

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available-for-sale financial assets category, we use the assumption that if the market value declined by more than 25% and for more than 6 months, the asset is assumed to be impaired. For debt-securities, an impairment trigger exists when the counterparty fails to meet its contractual payment obligations or there is evidence that the counterparty has encountered financial difficulties. The impairment is determined based on the carrying amount and the recoverable amount. The recoverable amount is determined as the present value of estimated future cash flows using the original effective interest rate.

Recent IFRS Accounting Pronouncements

Standards, amendments, revisions and interpretations effective for the ENA business in 2014

As these are the first Financial Statements of the ENA business, there are no effects of IAS 8 with respect to the adoption of any new standards. The accounting principles used by the ENA business for the preparation of its Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements do not differ from those used in the preparation of the financial information for OCI's Consolidated Financial Statements (in accordance with IFRS as adopted by the European Union), except for the difference that these Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements do not contain the one-year extension exception on the application of IFRS 10, 11 and 12 granted by the European Union. Therefore, the application of these standards has been applied as of 1 January 2013 in these Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements whereas for OCI these standards are applied as of 2014.

Standards, amendments, revisions and interpretations not yet effective for the ENA business

IFRS 9 "Financial Instruments"

IFRS 9 is effective for annual periods beginning on or after January 1, 2018 (tentative). IFRS 9 addresses the classification and measurement of financial assets. The publication of IFRS 9 represents the completion of the first part of a three-part project to replace IAS 39 "Financial Instruments: Recognition and Measurement". IFRS 9 enhances the ability of investors and other users of financial information to understand the accounting of financial assets and reduces complexity. The ENA business is currently investigating the impact of IFRS 9 on the Combined Carve-out Financial Statements and Unaudited Condensed Combined Interim Carve-out Financial Statements.

IFRS 14 "Regulatory Deferral Accounts"

The Standard was issued in January 2014 and is effective from January 1, 2016, with earlier application permitted. IFRS 14 permits an entity, which is a first-time adopter of IFRS to continue to account, with some limited changes, for 'regulatory deferral account balances' in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements.

Regulatory deferral account balances, and movements in them, are presented separately in the statements of financial position and statements of profit or loss and other comprehensive income, and specific disclosures are required. The ENA business is currently investigating the impact of the amendments.

IFRS 15 "Revenue from Contracts with Customers"

The Standard was issued in January 2014 and is effective for annual periods beginning on or after January 1, 2017. IFRS 15 specifies how and when an IFRS reporter will recognize revenue as well as

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requiring such entities to provide users of financial statements with more informative, relevant disclosures. The Standard provides a single, principle-based five-step model to be applied to all contracts with customers. The ENA business does not expect a significant impact from the application of this standard.

Amendments to IAS 1 "Disclosure Initiative"

The amendments issued on December 18, 2014 are effective for annual periods beginning on or after January 1, 2016, with earlier application permitted. The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising their judgment in presenting their financial reports. The ENA business is currently investigating the impact of the amendments.

Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture"

The amendments issued on September 11, 2014 are effective for annual periods beginning on or after January 1, 2016. When a parent loses control of a subsidiary in a transaction with an associate or joint venture, there is a conflict between the existing guidance on consolidation and equity accounting. In response to this conflict and the resulting diversity in practice, the amendments require the recognition of the full gain when the assets transferred meet the definition of a business combination under IFRS 3. The ENA business is currently investigating the impact of the amendments.

Amendments to IAS 27 "Equity Method in Separate Financial Statements"

The amendment to IAS 27 issued on August 12, 2014 will be effective for reporting period starting on or after January 1, 2016. In some countries, local regulations require entities to apply the equity method for accounting for investments in subsidiaries in their separate financial statements. The amendment allows for the use of the equity method. The amendment will not affect the ENA business as it does not present separate financial statements.

Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization"

The amendments issued on May 12, 2014 are effective for annual periods beginning on or after January 1, 2016, with earlier application permitted. These amendments clarify the principle in IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, the ratio of revenue generated to total revenue expected to be generated cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The ENA business is currently investigating the impact of the amendments.

Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations"

The amendment was issued on May 6, 2014 and will be effective for reporting periods starting on or after January 1, 2016. The amendment states that, where a joint operator acquires an interest in a joint operation in which the activity of the joint operation constitutes a business, it must apply all of the principles of business combination accounting as set out in IFRS 3 Business Combinations, and other standards. In addition, the joint operator must disclose the information required by IFRS 3 and other IFRSs for business combinations. The amendment will only affect the ENA business' combined financial statements if the entity would enter into a significant joint operation, which is not expected.

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Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may affect our financial position due to one or more adverse changes in financial market prices and rates. Our multinational operations expose us to different financial risks including foreign exchange rate risks, interest rate risks, and commodity price risks. These market risks may adversely affect our results of operations and financial condition. We have a risk management program in place which seeks to limit the impact of these risks on our financial performance as explained below, and have determined policies for managing these risks in a non-speculative manner that are approved by OCI's board of directors, implemented by our Executive Directors, and monitored by OCI's audit committee.

Our risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities. Through our training and management standards and procedures, we aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. OCI's audit committee oversees how management monitors compliance with our risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the ENA business. The OCI audit committee is assisted in its oversight role by the OCI Internal Audit Department. The Internal Audit Department undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Additional information in relation to these risks, including relevant sensitivity analyses, is provided in Note 5 of the Notes to the Combined Carve-out Financial Statements and the Unaudited Condensed Combined Interim Carve-out Financial Statements, presented elsewhere in this document.

Foreign exchange risk

Our entities predominantly execute their activities in their respective functional currencies. Some subsidiaries are exposed to foreign currency risks in connection with scheduled payments in currencies that are not their functional currencies. In general, this relates to foreign currency denominated supplier payables associated with capital expenditures and receivables. We monitor the exposure to foreign currency risk arising from operating activities. We do not use foreign exchange contracts for hedge accounting purposes; therefore all changes in fair value adjustments are recognized in profit or loss in the period in which they occur.

We are exposed to foreign exchange transaction exposure to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of our companies. The functional currencies of our companies are primarily the Euro and the U.S. Dollar.

As of June 30, 2015, if the Euro had strengthened or weakened by 7.0% against the U.S. dollar, with all other variables held constant, the translation of foreign currency receivables, payables and loans and borrowings would have resulted in an increase or decrease, respectively of USD 3.3 million in net profit for the six months then ended June 30, 2015.

As of December 31, 2014, if the Euro had strengthened or weakened by 7.0% against the U.S. dollar, with all other variables held constant, the translation of foreign currency receivables, payables and loans and borrowings would have resulted in an increase or decrease, respectively, of USD 3.3 million in net profit for the year then ended December 31, 2014.

We use foreign exchange contracts to manage foreign exchange transaction exposure.

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Interest rate risk

We are subject to fluctuations in interest rates on our loans and cash deposits. Our cash flow interest rate risks arise from the exposure to variability in future cash flows of floating rate financial instruments. We review our exposure in light of global interest rate environment after consulting with a consortium of global banks.

We analyze our interest rate exposure on a dynamic basis and calculate the impact on profit or loss of a given interest rate shift. The same interest rate shift is used for all currencies. We analyze our interest rate exposure on a dynamic basis and calculate the impact on profit or loss of a defined interest rate shift. The same interest rate shift is used for all currencies.

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, the ENA business' profit before tax is affected through the impact on floating rate borrowings, as follows:

			($ millions)

	in basis points		($ millions)
	in basis points		2014			2013
Effect on profit before tax for the year		+10 bps		(0.4	)		—
		–10 bps		0.3			(0.2	)

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly lower volatility than in prior years. As of December 31, 2014, the ENA business did not apply cash flow hedge accounting. The interest sensitivity calculation is based on the interest bearing financial instruments excluding the restricted funds of IFCo, refer to Note 13 of the Notes to our Combined Carve-out Financial Statements.

The ENA business exposure to interest rate risk did not materially change for the interim period ended June 30, 2015, as compared to the interest rate for the years ended December 31, 2014 and 2013.

Commodity price risk

We are exposed to natural gas price commodity risk, as natural gas is one of the primary raw materials used in the production processes of all of our plants. Management has taken a view on the long-term sustainability of low natural gas prices. Accordingly, natural gas is procured at the Dutch TTF spot price plus a delivery fee for OCI Nitrogen and the spot Houston Ship Channel price plus a delivery fee for OCI Partners LP. In order to partially hedge the impact of spot natural gas price fluctuations on our business, IFCo has entered into a natural gas swaption. We do not otherwise hedge our natural gas purchases, but we may choose to do so in the future if market conditions are favorable.

If natural gas prices at our operating facilities had decreased or increased by USD 1.00 per MMBtu in 2014 or 2013, the resulting increase or decrease on cost of sales would have been USD 58.8 million and USD 61.2 million in 2014 and 2013, respectively.

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EXECUTIVE AND DIRECTOR COMPENSATION FOR NEW CF

Information about director and executive compensation for CF Holdings is contained in CF Holdings' proxy statement for its 2015 annual meeting of shareholders under the headings "Compensation Discussion and Analysis," "Executive Compensation" and "Director Compensation," which are incorporated herein by reference. New CF has not yet paid compensation to its directors, executive officers or other managers. The form and amount of compensation to be paid to each of New CF's directors, executive officers and other managers will be determined by the board of directors of New CF as soon as practicable prior to or following the completion of the combination.

The executive officers and directors of New CF after the business combination will receive compensation and benefits as determined to be appropriate for persons performing the types of services to be performed. Following the proposed combination, the board of directors of New CF will consider compensation paid to executive officers and directors of comparable public companies and workload in determining appropriate compensation for New CF's executive officers and directors of the New CF board of directors.

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COMPENSATION RELATED TO THE COMBINATION

The following table sets forth the information required by Item 402(t) of Regulation S-K, regarding the compensation for CF Holdings' "named executive officers" (as identified in accordance with SEC regulations), based on the proposed combination, assuming that the closing of the combination occurred on November 30, 2015 (the latest practicable date, determined pursuant to Item 402(t) of Regulation S-K) and the employment of each of the listed named executive officers is terminated on the same date under circumstances that entitle such individual to severance payments and benefits. The amounts in the table further assume that each named executive officer becomes entitled to accelerated vesting of all unvested equity-based awards held by such named executive officer on such date, based on a price of $60.40 per share with respect to CF Holdings common stock (the average per share closing price of CF Holdings common shares over the first five business days following August 6, 2015, determined pursuant to Item 402(t) of Regulation S-K). The compensation shown in the table below is subject to a nonbinding advisory vote of the shareholders of CF Holdings at the special meeting, as described in this registration statement under "The Special Meeting of CF Holdings Shareholders—Proposal No. 2—Advisory (Non-Binding) Vote on Certain Compensation Arrangements."

Named Executive Officer(1)

W. Anthony Will	7,700,000	3,556,183	346,326	91,377	9,033,489	20,727,375
Dennis P. Kelleher	2,323,958	2,082,733	125,522	59,400	3,535,685	8,127,298
Douglas C. Barnard	2,020,833	1,583,089	60,000	70,579	4,456,664	8,191,165
Bert A. Frost	2,121,875	1,973,362	63,000	70,654	4,667,765	8,896,656
Philipp P. Koch	1,947,917	1,605,297	492,762	39,094	2,814,700	6,899,770

(1): Stephen R. Wilson, who was a named executive officer for purposes of CF Holdings' most recent annual proxy statement, has been excluded from this table because his employment ceased prior to filing of this document, and as a result, he would not be entitled to any payments under the termination assumptions of this table.
(2): As described above, this amount equals the lump sum cash severance payment provided to named executive officers experiencing a qualifying termination following the closing of the combination, including (i) two times (or, three times in the case of Mr. Will) the sum of the executive's base salary and target annual incentive payment, and (ii) a pro-rata annual incentive payment for the year of termination, assuming target levels of performance or, if higher, actual year-to-date performance. This amount also includes additional amounts described above with respect to the additional vesting and contribution payments under CF Holdings' various retirement plans. These amounts are double trigger in nature, which, under the executives' change in control agreements means that the amounts are payable upon certain qualifying terminations of an executive's employment that occur either prior to a change in control at the direction of a party that has

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entered into an agreement with the Company that, if consummated would result in a change in control or within 24 months following a change in control.

Named Executive Officer

W. Anthony Will	6,600,000	1,100,000	7,700,000
Dennis P. Kelleher	1,955,000	368,958	2,323,958
Douglas C. Barnard	1,700,000	320,833	2,020,833
Bert A. Frost	1,785,000	336,875	2,121,875
Philipp P. Koch	1,650,000	297,917	1,947,917

(3): As described above, this amount reflects the value of the accelerated vesting of equity awards, based on a price of $60.40 per share with respect to CF Holdings common stock (the average per share closing price of CF Holdings common shares over the first five business days following August 6, 2015, determined pursuant to Item 402(t) of Regulation S-K), and assuming each named executive officer exercised all of the executive's outstanding stock options prior to the closing. These benefits are single trigger in nature, which means that these benefits are payable upon a change in control, regardless of whether the executive's employment is terminated.

Named Executive Officer

W. Anthony Will	1,053,534	507,360	1,269,608	725,681	3,556,183
Dennis P. Kelleher	719,431	570,780	497,394	295,128	2,082,733
Douglas C. Barnard	558,253	413,740	381,124	229,972	1,583,089
Bert A. Frost	706,959	507,360	471,422	287,621	1,973,362
Philipp P. Koch	578,839	443,940	361,796	220,722	1,605,297

(4): This amount reflects amounts payable pursuant to the defined benefit pension plan enhancement and retirement savings plan enhancement under the terms of the executives' change in control agreements, as further broken down below. These benefits are double trigger.

Named Executive Officer

W. Anthony Will	166,326	180,000
Dennis P. Kelleher	56,522	69,000
Douglas C. Barnard	—	60,000
Bert A. Frost	—	63,000
Philipp P. Koch	432,762	60,000

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(5): As described above, this amount reflects for each named executive officer, the value of (i) welfare benefit continuation for a period of two years (or three years, in the case of Mr. Will) and (ii) outplacement services for a period of up to two years. These benefits are double trigger.

Named Executive Officer

W. Anthony Will	56,377	35,000	91,377
Dennis P. Kelleher	24,400	35,000	59,400
Douglas C. Barnard	35,579	35,000	70,579
Bert A. Frost	35,654	35,000	70,654
Philipp P. Koch	4,094	35,000	39,094

(6): As described above, all of named executive officers except Mr. Will and Mr. Kelleher will be entitled to receive an additional gross-up payment if any of the payments to the executive become subject to the "golden parachute" excise tax imposed by Section 4999 of the Internal Revenue Code. The excise tax would not be triggered by virtue of the combination and, therefore, no named executive officer would become entitled to a gross-up payment as a result of the excise tax under Section 4999 of the Internal Revenue Code being imposed. In addition, as described above, it is contemplated that certain stock-based compensation held by the named executive officers will become subject to an excise tax under Section 4985 of the Code as a result of the closing of the combination. In December 2015, the compensation Committee of CF Holdings' board of directors approved CF Holdings' management's recommendation to enter into arrangements with the named executive officers under which each such officer will receive a gross-up payment such that, after payment by the officer of the excise tax under Section 4985, the officer will receive the net after-tax benefit that the officer would have received had the excise tax not been imposed. The amounts in this column reflect the estimated amount of such gross-up payment to each of the named executive officers based on the closing timing assumptions described above.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

There are no relationships or related person transactions that New CF, CF Holdings or OCI are aware of that would be required to be disclosed in this document in accordance with the SEC rules with respect to each person who is expected to serve as a director or an executive officer of New CF.

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DESCRIPTION OF NEW CF SHARES

General

The following information is a summary of the material terms of the ordinary shares of €0.01 each in the capital of New CF, as specified in the proposed articles of association of New CF.

You are encouraged to read the New CF articles of association, which will be substantially similar to the articles of association of New CF following completion of the merger, which are included as Annex E to this document. For more information, see the comparison of relative rights described in the section entitled "Comparison of Rights of Shareholders of CF Holdings, OCI and New CF" of this document.

Share Capital

As of the date of this document, there is only one New CF ordinary share issued. The one New CF ordinary share of a nominal value of €0.01 is held by CF Holdings, the sole shareholder of New CF.

As of the consummation of the combination, the New CF articles of association will authorize two classes of shares, ordinary shares and cumulative preference shares, each with a nominal value of €0.01 per share, and New CF's authorized share capital will be equal to an amount of euros determined by multiplying the sum of the number of New CF's authorized ordinary shares and the number of New CF's authorized cumulative preference shares by €0.01.

Issuance of Shares

New CF will be permitted to issue shares only pursuant to a resolution of (1) a general meeting of New CF shareholders or (2) the New CF board of directors, if the New CF board of directors has been authorized to do so by a resolution of a general meeting of New CF shareholders. A general meeting of New CF shareholders will be permitted to authorize the New CF board of directors to issue shares for a fixed period not exceeding five years. Any such authorizing resolution will be required to state the number of shares that may be issued. Any such authorizing resolution will be able to be extended from time to time for a period not exceeding five years, but, unless any such authorizing resolution states otherwise, it will not be able to be withdrawn. A resolution by a general meeting of New CF shareholders to issue shares will only be able to be adopted upon proposal by the New CF board of directors.

Ordinary Shares may only be issued against payment in full of their nominal value. Preferred shares will be able to be issued against partial payment so long as at least one-fourth of the nominal value is paid at issuance.

Payment for shares must be made in cash if no alternative contribution has been agreed.

No fractional shares can be issued.

Prior to consummation of the combination, irrevocable resolutions will be passed to authorize, for a five-year period, the New CF board of directors to issue ordinary shares and cumulative preference shares and to grant rights to subscribe for ordinary shares and cumulative preference shares, up to the amount of ordinary shares and cumulative preference shares respectively included in the authorized share capital of New CF. Under this authorization, or otherwise, New CF may issue a call option to a Dutch foundation for New CF cumulative preferred shares. The Dutch foundation to which New CF intends to grant the call option would have a broad objective to safeguard and promote the interest of New CF, the enterprises maintained by New CF and its group companies, and all of their stakeholders, against influences which would conflict with such interests or could affect the independence, the continuity and/or the identity of New CF and those enterprises. New CF intends to issue a call option for cumulative preference shares to the Dutch foundation, resulting in the Dutch foundation being able

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to, subject to the provisions of the call option, acquire a maximum of such number of cumulative preference shares constituting 50% of New CF's voting shares.

Pre-Emptive Rights

Subject to restriction or exclusion in connection with a particular issuance as described in the next paragraph, each holder of New CF ordinary shares will have a pre-emptive right with respect to the further issuance of ordinary shares based on the shareholder's proportionate ownership of ordinary shares outstanding prior to the issuance, except that New CF shareholders will have no pre-emptive rights with respect to the issuance of (1) ordinary shares issued for non-cash consideration or (2) ordinary shares issued to employees New CF or one of its subsidiaries. A holder of New CF ordinary shares will have no pre-emptive right with respect to the issue of cumulative preference shares. A holder of cumulative preference shares will have no pre-emptive right with respect to any issuance of either ordinary shares or cumulative preference shares.

Prior to each issuance of ordinary shares, pre-emptive rights may be restricted or excluded by a resolution of (1) a general meeting of New CF shareholders or (2) the New CF board of directors, if the New CF board of directors has been authorized to do so by resolution of a general meeting of New CF shareholders. A general meeting of New CF shareholders will be permitted to authorize the New CF board of directors to restrict or exclude pre-emptive rights for a fixed period not exceeding five years. Any such authorizing resolution will be able to be extended from time to time for a period not exceeding five years, but unless such authorizing resolution provides otherwise, it will not be permitted to be withdrawn.

The New CF board of directors will not be permitted to restrict or exclude pre-emptive rights unless at the time of such restriction or exclusion, it is also authorized to issue shares as described above. A resolution by a general meeting of New CF shareholders to restrict or exclude pre-emptive rights of New CF shareholders will only be able to be adopted upon proposal by the New CF board of directors.

Prior to consummation of the combination, irrevocable resolutions will be passed to authorize, for a five-year period, the New CF board of directors to restrict or exclude pre-emptive rights of holders of New CF ordinary shares in connection with the issuance of a number of ordinary shares up to the amount of ordinary shares included in the authorized share capital of New CF.

Transfer of Shares

If New CF ordinary shares are not admitted to trading on a regulated market in a European Economic Area state or comparable stock exchange in a non-European Economic Area state, the transfer of New CF ordinary shares will require a notarial deed, executed before a civil law notary officiating in a municipality in the Netherlands and New CF's written acknowledgment of the transfer (unless New CF is party to the transaction). The transfer of New CF ordinary shares will not require a notarial deed if the New CF ordinary shares are admitted to trading on a regulated market in a European Economic Area state or comparable stock exchange in a non-European Economic Area state, or the New CF ordinary shares at the time of the transfer may reasonably be expected to be shortly admitted thereto. The New CF ordinary shares to be received by OCI shareholders pursuant to the distribution and the CF Holdings shareholders at the effective time of the merger are expected to be listed on the NYSE (see "—Listing" below) and, accordingly, it is not expected that transfer of the New CF ordinary shares will require a notarial deed. New CF will comply with applicable stock exchange regulations in respect of the transfer of New CF ordinary shares.

Any transfer of cumulative preference shares will require the approval of the New CF board of directors. If the approval of the New CF board of directors is withheld, the New CF board of directors will be required at the same time to designate one or several interested buyers who are willing and able to acquire against payment in cash all the cumulative preference shares to which the request for

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approval relates, at a price to be agreed between the transferor and the New CF board of directors within two months after the interested buyers have been so designated. If within three months of receipt by New CF of the request for approval of the intended transfer, the transferor has not received from New CF both (1) a written notice rejecting the request and (2) the designation of one or several interested buyers to whom the cumulative preference shares may be transferred, then upon the expiry of that period, the approval of the transfer will be deemed to have been granted. The holder of the cumulative preference shares may, during a period of three months thereafter, transfer to the proposed transferee all of the cumulative preference shares to which the request relates.

Form of Shares

New CF ordinary shares will be issued in registered form only. No share certificates will be issued for shares. A share register will be kept by or on behalf of New CF.

Repurchase of Shares by New CF

New CF will not be permitted to subscribe for its own shares in a new share issuance. New CF will be permitted to acquire its fully-paid-up shares if no valuable consideration is given or if (1) the portion of New CF's equity that exceeds the aggregate of the issued and paid-up capital and the reserves that must be maintained pursuant to Dutch law is at least equal to the aggregate purchase price, (2) the aggregate nominal value of the shares to be acquired, and of any shares already held, by New CF and its subsidiaries, and of any shares held in pledge by New CF, does not exceed one-half of New CF's issued capital (or such other part of New CF's issued capital as may be stipulated in this respect by Dutch law from time to time), and (3) the New CF board of directors has been authorized by a resolution of a general meeting of New CF shareholders to make the repurchase. A general meeting of New CF shareholders will be permitted to authorize the New CF board of directors to acquire New CF ordinary shares for not more than 18 months, and unless the authorizing resolution provides otherwise, such authorization will not be permitted to be withdrawn. The general meeting of New CF shareholders will be required to specify in the authorizing resolution the number of shares that may be acquired, the manner in which they may be acquired and the range within which the price may be set.

Prior to consummation of the combination, irrevocable resolutions will be passed authorizing the board of directors of New CF, subject to Dutch law, to cause the repurchase of (i) fully paid-up ordinary shares in New CF's capital for a maximum of one-half of the issued capital at the moment of repurchase, at a price per ordinary share not lower than one-fourth of the nominal value of the respective ordinary share, and not higher than a percentage specified in the aforementioned resolutions of the most recent closing price of an ordinary share on any stock exchange where the ordinary shares are listed and (ii) fully paid-up cumulative preference shares in New CF"s capital for a maximum of one-half of the issued capital at the moment of repurchase, at a price per cumulative preference share as would, pursuant to the Articles, be repaid on such cumulative preference shares if such cumulative preference shares were to be cancelled.

In addition, without the authorizing resolution of a general meeting of New CF shareholders, New CF will be permitted to acquire shares under a universal title or, so long as they are listed on an exchange, in order to transfer such shares to employees of New CF or its subsidiaries pursuant to a compensation scheme.

Capital Reduction

At the proposal of the New CF board of directors, the general meeting of New CF shareholders will be permitted to resolve to reduce New CF's issued capital by (1) cancellation of shares held by New CF, (2) reducing the nominal value of a specific class of shares to be effected by an amendment of the New CF articles of association, or (3) cancellation of all cumulative preference shares. A reduction

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of the nominal value of shares of a specific class without repayment will be required to be effected proportionally among all shares of that specific class.

Dividends and Other Distributions

New CF will keep a share premium reserve and profit reserve for ordinary shares to which only holders of ordinary shares will be entitled.

The profits earned by New CF in a financial year will be distributed as described below.

•: If any cumulative preference shares are outstanding, a preferred dividend will be paid on each outstanding cumulative preference share in an amount equal to 12-month EURIBOR plus up to 500 basis points as determined by the New CF board of directors on the paid-up part of the nominal value of the cumulative preference shares and any unpaid preferred dividends relating to prior years.
•: If in a fiscal year, no profit is made or the profits are insufficient to allow the preferred dividend, the deficit will be paid at the expense of the any freely distributable reserve of New CF.
•: If the preferred dividend cannot be paid at the expense of reserves, then, from the profits earned in the following years, distribution will be made first to the holders of cumulative preference shares such that the deficit is fully recovered prior to any other distributions.

Once the preferred dividend is fully paid, the New CF board of directors will determine which part of the profits remaining will be reserved. The allocation of profits remaining after such reservation will be determined by the general meeting of New CF shareholders, except that no further distributions will be made on the cumulative preference shares.

Distributions of profits will be permitted only to the extent of that portion of New CF's equity that exceeds the aggregate of the issued paid-up and called-up capital and the reserves that must be maintained pursuant to Dutch law.

Distributions may be paid after the adoption of New CF's annual accounts, except that the New CF board of directors may pay interim distributions to be charged against the distribution of profits if it appears from New CF's interim accounts that the requirements to the distribution of profits will be satisfied.

Any cash distributions paid by New CF in respect of its shares will be paid in euros or such other currency as determined by the New CF board of directors, at a shareholder's discretion.

A claim by a New CF shareholder for payment of a distribution on shares will be barred after five years and one day have elapsed from the date such payment first became payable.

General Meeting of Shareholders

An annual general meeting of New CF shareholders will be required to be held within six months after the end of each fiscal year. New CF's fiscal year coincides with the calendar year. Other general meetings of New CF shareholders will be held when required by law and otherwise as often as the New CF board of directors deems necessary.

The notice convening a general meeting of New CF shareholders will be required to contain the agenda items to be dealt with by the general meeting, the venue, date and time of the general meeting, the procedures for participating and exercising voting rights in the general meeting by written proxy and the address of New CF's website. The notice convening a general meeting will be sent to the addresses of New CF shareholders and pledgees and usufructuaries with voting rights shown in the share register. With the consent of the New CF shareholder or the pledgee or usufructuary with voting rights, it will be permissible for the notice of the general meeting to be given by a legible and

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reproducible message sent through electronic means of communication to the address provided for the purposes thereof by that New CF shareholder, pledgee or usufructuary to New CF.

Shareholders will be able to request that the New CF board of directors convene a special meeting of shareholders only to the extent provided by Dutch law. Under current Dutch law, shareholders who hold 10% or more of New CF's issued share capital may petition the court for authorization to convene a special meeting of shareholders if a request to the New CF board of directors is not granted.

If New CF receives a substantiated request or proposal for a resolution no later than the 60^th day prior to the date of the general meeting from one or more New CF shareholders, which either alone or jointly hold at least three percent of New CF's issued share capital (or such other percentage as Dutch law may prescribe from time to time), such agenda item will be included in the notice convening the general meeting or will otherwise be announced in the same manner as the other general meeting agenda items.

Agenda items for which a request has been filed by holders of shares in accordance with terms and conditions established from time to time by the New CF board of directors for such requests will also be included in the notice of a general meeting.

General meetings of New CF shareholders will be conducted in the English language and will be held in Amsterdam, Geleen, Haarlemmermeer (Schiphol) or Rotterdam, the Netherlands. It will also be permissible to convene a general meeting of New CF shareholders by electronic means of communication that is directly and permanently accessible to the meeting and furthermore in such other manner as may be required to comply with any applicable rules of the NYSE and any other stock exchange on which shares are listed from time to time.

Voting Rights and Quorum

Each New CF share will confer on the holder of such New CF share the right to cast one vote at a general meeting of shareholders.

No votes may be cast at a general meeting of shareholders on shares held by New CF or its subsidiaries or on shares for which New CF or its subsidiaries hold depositary receipts. Nonetheless, the holders of a right of usufruct (vruchtgebruik) and the holders of a right of pledge in respect of shares held by New CF or its subsidiaries in its share capital are not excluded from the right to vote on such shares, if the right of usufruct (vruchtgebruik) or the right of pledge was granted prior to the time such shares were acquired by New CF or of its subsidiaries. Neither New CF nor any of its subsidiaries may cast votes in respect of a share on which New CF or its subsidiary holds a right of usufruct (vruchtgebruik) or a right of pledge. Shares which are not entitled to voting rights pursuant to the preceding sentences will not be taken into account for the purpose of determining the number of shareholders that vote and that are present or represented, or the amount of the share capital that is provided or that is represented at a general meeting of shareholders.

Except to the extent that Dutch law or the New CF articles of association prescribe a larger majority (such as a resolution to reduce the issued share capital or a resolution to restrict or exclude pre-emptive rights, which requires at least two-thirds of the votes cast, if less than half of the issued share capital is present or represented in the applicable general meeting), all resolutions of a general meeting will be adopted by a simple majority of the votes cast at a meeting where the quorum applicable to such resolutions is present.

Except to the extent that Dutch law or the New CF articles of association provide otherwise, a quorum will exist for purposes of resolutions of a general meeting proposed by the New CF board of directors if at least one-third of the issued and outstanding capital is present or represented at such meeting. If a quorum was not represented at such meeting, a new general meeting may be convened at which such resolutions may, other than for the resolutions for which Dutch law or the New CF articles of association prescribe a larger majority, be passed, irrespective of the part of the capital represented

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at such meeting. In the notice convening such new meeting, it must be stated, giving the reason therefor, that a resolution may be passed, irrespective of the part of the capital represented at such new meeting.

Except to the extent that Dutch law or the New CF articles of association provide otherwise, a quorum will exist for purposes of resolutions of a general meeting not proposed by the New CF board of directors if at least one-half of the issued and outstanding capital is present or represented at such meeting. If a quorum was not represented at such meeting, a new general meeting may be convened at which such resolutions may, other than for the resolutions for which Dutch law or the New CF articles of association prescribe a larger majority, be passed if the same quorum requirements as to the first meeting are met.

Blank votes, abstentions and invalid votes are counted for purposes of establishing a quorum and regarded as votes that have not been cast.

Amendment of Articles of Association

A general meeting of New CF shareholders will be permitted to resolve by a majority of votes cast representing more than one-half of the issued and outstanding capital to amend the New CF articles of association, but only upon proposal by the New CF board of directors. If a proposal to amend the articles of association is to be made at a general meeting of New CF shareholders the notice convening the general meeting will so state and include the verbatim text of the proposal. A copy of the proposal will be kept available at New CF's corporate seat in Amsterdam, the Netherlands, and such other locations as the New CF board of directors determines for inspection by New CF shareholders until the conclusion of the general meeting.

Merger, Demerger and Dissolution

A general meeting of New CF shareholders will be permitted to adopt by a majority of votes cast representing more than one-half of the issued and outstanding capital a resolution to merge (fuseren) or demerge (splitsen) New CF, but only upon proposal by the New CF board of directors.

A resolution to dissolve (ontbinden) New CF may only be proposed by the New CF board of directors and adopted by a majority of votes cast representing more than one-half of the issued and outstanding capital.

In the event New CF is dissolved, the New CF's executive directors will be the liquidators of its assets, unless a general meeting of New CF shareholders appoint other persons. New CF's non-executive directors will supervise the liquidation. From the balance remaining after the payment of debts, there will first be paid on each cumulative preference share outstanding, if any, an amount equal to the paid-up part of the nominal value of such cumulative preference share, any unpaid preferred dividends thereon for prior year and any preferred dividends accrued thereon for the current year. Any balance remaining after payments in respect of cumulative preference shares will be transferred to the holders of ordinary shares in proportion to the aggregate nominal value of shares held by each of them.

Squeeze Out

In accordance with Dutch law, a shareholder who (alone or together with members of its group, as such term is defined under Dutch law) for its own account holds at least 95% of New CF's issued capital may institute proceedings against other New CF shareholders jointly for the transfer of their shares to the plaintiff. The proceedings are held before the Dutch Enterprise Chamber. The Dutch Enterprise Chamber may grant the claim for the squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Dutch Enterprise Chamber on the value of the shares. Once the order to transfer has become final, the acquirer must give written notice of the price, and the date

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on which and the place where the price is payable to the minority shareholders whose addresses are known to it. Unless all addresses are known to the acquirer, it will also publish the same in a Dutch daily newspaper with nationwide distribution in the Netherlands.

Anti-takeover provisions

The New CF articles of association include several provisions that may have the effect of making a takeover of New CF more difficult or less attractive, including:

•: the possibility to issue cumulative preference shares, allowing for an anti-takeover measure in the form of a call option granted to a friendly party which, if exercised in response to certain events such as shareholder activism or a proposed takeover of New CF, could temporarily dilute the voting interest of holders of New CF ordinary shares; and
•: requirements that certain matters, including an amendment of the New CF articles, be brought to the General Meeting for a vote upon a proposal by the New CF board of directors.

Certain Other Major Transactions

The approval of a general meeting of New CF shareholders will be required for resolutions of the New CF board regarding a significant change in the identity or nature of New CF or its business, including:

•: the transfer of the business, or practically the entire business, to a third party;
•: concluding or cancelling a long-lasting cooperation of New CF or one of its subsidiaries with another legal person or company or as a fully liable general partner in a partnership, provided that the cooperation or cancellation is of essential importance to New CF; and
•: acquiring or disposing of a participating interest in the capital of a company with a value of at least one-third of the sum of New CF's assets, as shown in its most recent annual consolidated balance sheet.

These changes must be approved by a majority of votes cast representing more than one-half of the issued and outstanding capital, but only upon a proposal by the CF board of directors.

The New CF articles of association require that certain transactions between New CF and an interested shareholder, as defined in the New CF articles, be approved by the New CF corporate body, referred to in this document as the General Meeting, consisting of shareholders and other persons with voting rights with respect to new CF shares, by a majority of the votes cast representing at least two-thirds of the issued capital of New CF not owned by the interested shareholder. Subject to the exact definition included in the New CF articles, the term interested shareholder generally means any person who beneficially owns 15% or more of the outstanding New CF voting shares (as defined in the New CF articles).

The transactions subject to this special vote requirement include business combinations, as defined in the New CF articles. The term business combination is generally defined to include, among other things, subject to specified exceptions and in each case subject to the exact meaning given to that term in the New CF articles: (i) any merger or consolidation to which New CF and an interested shareholder are parties, (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition to an interested shareholder of New CF assets having an aggregate market value equal to 10% or more of New CF's consolidated assets or issued and outstanding shares, (iii) transactions which result in the issuance or transfer by New CF of any shares in its capital to an interested shareholder, (iv) transactions involving New CF which have the effect directly or indirectly of increasing the proportionate share of the shares of any class or securities convertible into the shares of any class of New CF which is owned by the interested shareholder and (v) any receipt by an interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of New CF, of any loans,

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advances, guarantees, pledges or any other financial benefits, other than those expressly permitted in the New CF articles, provided by or through New CF. For purposes of these provisions of the New CF articles relating to business combinations, references to New CF include any direct or indirect majority owned subsidiary of New CF.

This special General Meeting vote requirement for business combinations does not apply to a business combination if (i) prior to the time that the applicable shareholder became an interested shareholder, the New CF board of directors approves, with such terms and conditions as the New CF board of directors deems appropriate, either the business combination or the transaction which resulted in the applicable shareholder becoming an interested shareholder, (ii) upon completion of the transaction which resulted in the applicable shareholder becoming an interested shareholder, the interested shareholder owned a number of ordinary shares representing at least 85% (determined in accordance with the New CF articles) of the issued voting shares of New CF at the time the transaction commenced or (iii) if the applicable shareholder became an interested shareholder inadvertently and (a) as soon as practicable, but in any case no later than 30 days after having become an interested shareholder, divests itself of ownership of sufficient shares so that such shareholder ceases to be an interested shareholder and (b) such shareholder would not, at any time within the three year period immediately prior to the business combination, have been an interested shareholder but for the inadvertent acquisition of ownership.

Prior to the closing of the combination, the board of directors shall approve (A) OCI and the S shareholders and each of OCI's and the S shareholders' respective affiliates and associates for purposes of this article, such approval to be subject to the condition that such approval shall only be effective as long as (i) Section 3.1 of the shareholders' agreement is effective and (ii) such persons are in compliance with the terms of the shareholders' agreement and (B) any transaction provided for in the combination agreement or the ancillary agreements to the combination agreement.

Listing

New CF ordinary shares are expected to be listed on the NYSE.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code contains principles and best practice provisions that regulate relations between a company's board of directors and the company's shareholders (i.e., the general meeting). The Dutch Corporate Governance Code is divided into five sections, which address the following topics: (i) compliance with and enforcement of the Dutch Corporate Governance Code; (ii) the management board, including matters such as the composition of the board, selection of board members and director qualification standards, director responsibilities, board committees and term of appointment; (iii) the supervisory board; (iv) the shareholders and the general meeting of shareholders; and (v) the audit of the financial reporting and the position of the internal audit function and the external auditor.

Dutch companies the shares of which are listed on a government-recognized stock exchange, such as the NYSE, are required under Dutch law to disclose in their annual reports whether or not they comply with the provisions of the Dutch Corporate Governance Code and, in the event that they do not comply with a certain provision, to explain the reasons for not complying with that provision. A statement in a Dutch listed company's annual report that the company does not comply with the Dutch Corporate Governance Code because it is also subject to and complies with other governance rules would constitute a sufficient explanation of such noncompliance for purposes of the Dutch Corporate Governance Code.

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COMPARISON OF RIGHTS OF SHAREHOLDERS OF CF HOLDINGS, OCI AND NEW CF

The following is a summary comparison of the material differences between the rights of CF Holdings shareholders under the DGCL and the CF Holdings certificate of incorporation and bylaws, the rights of OCI shareholders under the laws of the Netherlands, including the Dutch Civil Code, and the OCI articles of association and the rights CF Holdings and OCI shareholders will have as shareholders of New CF under the laws of the Netherlands, including the Dutch Civil Code, and New CF's articles of association effective upon consummation of the merger. The discussion in this section does not include a description of rights or obligations under the U.S. federal securities laws or NYSE listing requirements or under CF Holdings', OCI's, or New CF's governance or other policies.

New CF	CF Holdings	OCI

*Authorized and Outstanding Capital Stock*
The authorized share capital of New CF is [·] and is divided into: (i) [·] ordinary shares, each with a nominal value of €0.01, and (ii) [·] cumulative preference shares, each with a nominal value of €0.01. As of the consummation of the merger, New CF's board of directors will be designated as the authorized body to issue shares, including ordinary shares and cumulative preference shares, and to grant rights to subscribe for shares in the share capital of New CF, for a period of five years following the consummation of the merger up to the maximum authorized share capital of New CF. From and after the fifth anniversary of the consummation of the merger, the corporate body consisting of New CF shareholders with voting rights and persons having voting rights with respect to New CF shares by virtue of their being pledgees of New CF shares or holders of rights of usufruct in New CF shares (collectively, the "General Meeting") will have the power and authority upon a proposal duly made by the New CF board of directors to authorize the issuance of shares (including subscription rights thereto) up to the maximum authorized share capital of New CF at the time of such issuance, provided that the General Meeting may delegate to and vest the board of directors with the power and authority to authorize, from time to time, the	The authorized share capital of CF is 550,000,000 shares of capital stock consisting of: (i) 500,000,000 shares of common stock, par value $0.01 per share and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share. Under the DGCL, the directors of CF may, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.	OCI has an authorized share capital amounting to €6,000,000,000 and divided into 300,000,000 ordinary shares, each with a nominal value of €20. During OCI's annual general meeting on 10 June 2015, the board of directors was designated as the authorized body to issue shares and to grant rights to subscribed for shares in the share capital of OCI for a period of 18 months, starting 10 June 2015 ending 10 December 2016. The number of shares to be issued will be limited to a maximum of 10% of the capital, plus 10% of the capital if the issuance or the granting of rights occurs within the context of a merger or acquisition, plus 1% of the capital if the issuance or the granting of rights occurs for the purpose of OCI's 2014 performance share plan, OCI's 2015 bonus matching plan and OCI's 2014 employee incentive plan. The term capital means the issued capital as of 10 June 2015.

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New CF	CF Holdings	OCI

*Authorized and Outstanding Capital Stock (continued)*
issuance of shares up to such maximum amount (but in any event not to exceed the authorized share capital of New CF at the time of such issuance) and for such period (but in any event not to exceed a period of five years) as the General Meeting may determine. Each such delegation by the General Meeting may be extended from time to time thereby, provided that no extension will result in such delegation exceeding five years, the maximum period permitted by the applicable provision of Dutch law. Unless otherwise expressly provided therein, any such delegation by the General Meeting to the board of directors of the power and authority to authorize the issuance of shares will be irrevocable. The consideration for which any shares will be issued (including subscription rights thereto), as authorized by the General Meeting or the New CF board of directors, as applicable, and the terms and conditions of such issuance of shares will be as set forth in the resolution of the General Meeting or the board of directors, as applicable, authorizing the issuance thereof.

*Distributions and Dividends*
New CF may make distributions to the shareholders and other persons entitled to the distributable profits only to the extent that its shareholders' equity exceeds the sum of the called-up and paid-in share capital and any statutory reserves. New CF may only make a distribution of dividends to the shareholders after the adoption of the statutory annual accounts demonstrating that such distribution is legally permitted; however, the board of directors is permitted, subject to certain requirements, to declare interim dividends.	Under the DGCL, unless otherwise provided in a corporation's certificate of incorporation, the CF Holdings board of directors may declare and pay dividends upon the shares of the corporation's capital stock either (i) out of its surplus or (ii) if the corporation does not have surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. The excess, if any, at any given time, of the net assets of the corporation over the amount determined by the CF Holdings board of directors to be capital is surplus. Net assets mean the	OCI may make distributions to the shareholders and other persons entitled to the distributable profits only to the extent that its shareholders' equity exceeds the sum of the called-up and paid-in share capital and any statutory reserves. OCI may only make a distribution of dividends to the shareholders after the adoption of the statutory annual accounts demonstrating that such distribution is legally permitted; however, the board of directors is permitted, subject to certain requirements, to declare interim dividends.

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New CF	CF Holdings	OCI

*Distributions and Dividends (continued)*

Claims to dividends and other distributions not made within five years and one day after the date that such dividends or distributions became payable will lapse and any such amounts will be considered to have been forfeited to New CF and will be added to the reserves.	amount by which total assets exceed total liabilities. The DGCL and the CF Holdings bylaws provide that dividends may be paid in cash, property, or shares of the corporation's capital stock.	Claims to dividends and other distributions not made within five years from the date that such dividends or distributions became payable will lapse and any such amounts will be considered to have been forfeited to OCI.

*Repurchases and Redemptions of Shares*
New CF may acquire its own fully paid up shares at any time for no consideration or, subject to certain provisions of the laws of the Netherlands and the New CF articles of association, if: (i) the shareholders' equity less the payment required to make the acquisition does not fall below the sum of called-up and paid-in share capital and any statutory reserves, (ii) New CF and its subsidiaries would thereafter not hold shares or hold a pledge over New CF's shares with an aggregate nominal value exceeding 50% of their issued share capital and (iii) the New CF board of directors has been authorized thereto by the General Meeting. The acquisition of shares by New CF other than for no consideration requires authorization by the General Meeting. Such authorization may be granted for a period not exceeding 18 months and shall specify the number of shares, the manner in which shares may be acquired and the price range within which ordinary shares may be acquired. The authorization is not required (i) for the acquisition of shares for employees of New CF or another member of its group under a scheme applicable to such employees or (ii) if New CF acquires shares under a universal title.	Pursuant to the DGCL, CF Holdings may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; provided, however, that it may not (i) purchase or redeem its own shares of capital stock for cash or other property when its capital is impaired or when such purchase or redemption would cause any impairment of the capital of CF Holdings, except that CF Holdings may purchase or redeem out of capital, upon any distribution of its assets, whether by dividend or in liquidation, any of its own shares which are entitled to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of CF Holdings reduced; (ii) purchase, for more than the price at which they may then be redeemed, any of its shares which are redeemable at the option of CF Holdings; or (iii) redeem any of its shares, unless their redemption is authorized by the DGCL and then only in accordance with its certificate of incorporation.	OCI may acquire its own fully paid up ordinary shares at any time for no consideration or, subject to certain provisions of the laws of the Netherlands and the OCI articles of association, if: (i) the shareholders' equity less the payment required to make the acquisition, does not fall below the sum of called-up and paid-in share capital and any statutory reserves, (ii) OCI and its subsidiaries would thereafter not hold shares or hold a pledge over OCI's shares with an aggregate nominal value exceeding 50% of their issued share capital and (iii) the OCI board of directors has been authorized thereto by the general meeting. The acquisition of ordinary shares by OCI other than for no consideration requires authorization by the general meeting. Such authorization may be granted for a period not exceeding 18 months and shall specify the number of ordinary shares, the manner in which ordinary shares may be acquired and the price range within which ordinary shares may be acquired. The authorization is not required for the acquisition of ordinary shares for employees of OCI or another member of its group, under a scheme applicable to such employees.

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New CF		CF Holdings		OCI

*Repurchases and Redemptions of Shares (continued)*
As of the consummation of the merger, the New CF board of directors will be authorized to repurchase ordinary shares of New CF for a period of 18 months up to a maximum of 50% of the issued capital at the time of repurchase. The repurchase can take place for a price between one-fourth of the nominal value of the ordinary shares and the most recent closing price of NYSE plus a percentage within a pre-determined range. As of the consummation of the merger, the New CF board of directors will be authorized to repurchase cumulative preference shares in the share capital of New CF for a period of 18 months up to a maximum of 50% of the issued capital at the time of repurchase. The repurchase can take place such price per cumulative preference share as would, pursuant to the New CF articles of association, be repaid on such cumulative preference shares if such cumulative preference shares were to be cancelled. Under New CF's articles of association, upon a proposal from the New CF board of directors, the General Meeting may resolve to reduce New CF's issued and outstanding share capital by cancelling the ordinary shares or cumulative preference shares, or by amending New CF's articles of association to reduce the nominal value of the shares. Under the laws of the Netherlands, the resolution to reduce the issued share capital of New CF must specifically state the shares concerned and lay down rules for the implementation of the resolution. A resolution to cancel ordinary shares may only concern shares which are held by New CF. A resolution to cancel all cumulative preference				Under the OCI articles or association, upon a proposal from the OCI board of directors, the general meeting may resolve to reduce OCI's issued and outstanding share capital by cancelling the ordinary shares, or by amending the OCI articles or association to reduce the nominal value of the ordinary shares. Under the laws of the Netherlands, the resolution to reduce the issued share capital of OCI must specifically state the shares concerned and lay down rules for the implementation of the resolution. A resolution to cancel ordinary shares may only concern ordinary shares which are held by OCI. A resolution to reduce the share capital requires a majority of at least two-thirds of the votes cast, if less than half of the issued share capital is present or represented at the applicable general meeting. During OCI's annual general meeting on 10 June 2015, the board of directors was authorized to repurchase shares in the share capital of OCI on the stock exchange for a period of 18 months from the date of this annual general meeting of shareholders up to a maximum of 10% of the issued capital. The repurchase can take place for a price between the nominal value of the shares and the opening price of Euronext Amsterdam on the day of the repurchase plus 10%.

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New CF	CF Holdings	OCI

*Repurchases and Redemptions of Shares (continued)*
shares requires a resolution of the General Meeting. A resolution to reduce the nominal value of shares requires a majority of at least two-thirds of the votes cast, if less than half of the issued share capital is present or represented at the applicable general meeting.

*Appraisal Rights*
The Dutch Civil Code does not provide for "appraisal rights" similar to those under the DGCL.	Under the DGCL, a shareholder of a Delaware corporation generally has the right to dissent from a merger or consolidation in which the corporation is participating or a sale of all or substantially all of the assets of the corporation, subject to specific procedural requirements. The DGCL does not confer appraisal rights, however, if the corporation's stock is either (i) listed on a national securities exchange or designated as national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or (ii) held of record by more than 2,000 holders. However, even if a corporation's stock meets the foregoing requirements (as CF Holdings' currently does), the DGCL provides that appraisal rights generally will be permitted if shareholders of the corporation are required to accept for their stock in any merger, consolidation or similar transaction anything other than: (i) shares of the corporation surviving or resulting from the transaction, or depository receipts representing shares of the surviving or resulting corporation, or those shares or depository receipts plus cash in lieu of fractional interests; (ii) shares of any other corporation, or depository receipts representing shares of the other corporation, or those shares or depository receipts plus cash in lieu of fractional interests, unless those	The Dutch Civil Code does not provide for "appraisal rights" similar to those under the DGCL.

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New CF	CF Holdings	OCI

*Appraisal Rights (continued)*
	shares or depository receipts are listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; or (iii) any combination of the foregoing.

*Preemptive Rights*
Under the laws of the Netherlands and the New CF articles of association, each shareholder of ordinary shares has a pre-emptive right in proportion to the aggregate nominal value of its shareholding upon the issue of new ordinary shares (or the granting of rights to subscribe for ordinary shares). Exceptions to this pre-emptive right include the issue of new ordinary shares (or the granting of rights to subscribe for ordinary shares): (i) to employees of New CF or another member of its group and (ii) against payment in kind (contribution other than in cash). Holders of ordinary shares have no pre-emptive right with respect to the issue of cumulative preference shares. No pre-emptive rights exist for holders of cumulative preference shares. Upon a proposal of the board of directors, the General Meeting may resolve to limit or exclude the preemptive rights, which resolution requires a majority of at least two-thirds of the votes cast, if less than half of the issued share capital is represented at the applicable general meeting. The General Meeting may also designate the New CF board of directors to resolve to limit or exclude the pre-emptive rights. Pursuant to the laws of the Netherlands, this	Under the DGCL, unless otherwise provided in a corporation's certificate of incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation, a shareholder does not, by operation of law, possess preemptive rights to subscribe to additional issuances of the corporation's capital stock. CF Holdings' certificate of incorporation does not provide for preemptive rights to subscribe to additional issuances of CF Holdings' common stock.	Under the laws of the Netherlands and the OCI articles of association, each shareholder has a pre-emptive right in proportion to the aggregate nominal value of its shareholding upon the issue of new ordinary shares (or the granting of rights to subscribe for ordinary shares). Exceptions to this pre-emptive right include the issue of new ordinary shares (or the granting of rights to subscribe for ordinary shares): (i) to employees of OCI or another member of its group, (ii) against payment in kind (contribution other than in cash) and (iii) to persons exercising a previously-granted right to subscribe for ordinary shares. Upon a proposal of the board of directors, the general meeting may resolve to limit or exclude the preemptive rights, which resolution requires a majority of at least two-thirds of the votes cast, if less than half of the issued share capital is represented at the applicable general meeting. The general meeting may also designate the board of directors to resolve to limit or exclude the pre-emptive rights. Pursuant to the laws of the Netherlands, this designation may be granted to the board of directors for a specified period of time of not more than five years and only if the board of directors has also been designated or is simultaneously designated the

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New CF	CF Holdings	OCI

*Preemptive Rights (continued)*
designation may be granted to the board of directors for a specified period of time of not more than five years and only if the board of directors has also been designated or is simultaneously designated the authority to resolve to issue ordinary shares. As of the consummation of the merger, the New CF board of directors will be designated as the authorized body to restrict or exclude pre-emptive rights upon the issuance of shares or the granting of rights to subscribe for shares for a period of five years.		authority to resolve to issue ordinary shares. During OCI's annual general meeting on 10 June 2015, the board of directors was designated as the authorized body to restrict or exclude pre-emptive rights upon the issuance of shares or the granting of rights to subscribe for shares for a period of 18 months, starting 10 June 2015 ending on 10 December 2016. This authority should be limited to a maximum 10% of the capital, plus 10% of the capital if the issuance or of the granting of rights occurs within the context of a merger or an acquisition. The term capital means the issued capital as of 10 June 2015.

*Amendment of Constitutional Documents*
The General Meeting may resolve to amend the New CF articles of association by a vote of a majority of the votes cast, but only on a proposal of the New CF board of directors. Any such proposal must be stated in the notice of the applicable general meeting of shareholders.	The DGCL generally provides that amendments to a corporation's certificate of incorporation must be approved by the board of directors and then adopted by the vote of a majority of the outstanding capital stock entitled to vote thereon, unless the certificate of incorporation requires a greater vote than the DGCL. CF Holdings' certificate of incorporation does not require a greater vote than the DGCL. Under the DGCL, shareholders of a corporation entitled to vote and, if so provided in the certificate of incorporation, the directors of the corporation, each have the power, separately, to adopt, amend and repeal the bylaws of a corporation. CF Holdings' bylaws provide that the CF Holdings bylaws may be amended by a majority vote of the CF Holdings board of directors or by a vote of a majority of the total number of votes of CF Holdings stock represented and entitled to vote at a meeting of shareholders.	The general meeting may resolve to amend the OCI articles of association, by a vote of a majority of the votes cast, but only on a proposal of the board of directors. Any such proposal must be stated in the notice of the general meeting of shareholders.

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New CF	CF Holdings	OCI

*Number of Directors*
Under the New CF articles of association, the New CF board of directors consists of one or more executive directors and one or more non-executive directors, totaling a number of at least 3 and no more than 15 directors. Subject to the requirements and limitations described in the immediately-preceding sentence, the New CF board of directors determines the number of executive directors and non-executive directors and thus the total number of directors.	Under the DGCL, a corporation must have at least one director. The number of directors of a corporation is fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors must be made by amendment of the certificate of incorporation. The DGCL does not contain specific provisions requiring a majority of independent directors. CF Holdings' certificate of incorporation provides that the CF Holdings board of directors shall consist of not less than three (3) or more than fifteen (15) members, the exact number of which will be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire CF Holdings board of directors.	The board of directors consists of one or more executive directors and two or more non-executive directors. The exact number of directors, as well as the number of executive directors and non-executive directors, is determined by the general meeting.

*Director Qualifications*
Only natural persons can be non-executive directors. The members of the board of directors are appointed by the General Meeting, upon the binding nomination of the board of directors. New CF's shareholders may request the board of directors to include certain nominees for appointment on the agenda of the applicable general meeting, provided that certain terms and conditions are met. Such terms and conditions are except as otherwise required by Dutch law materially similar to the conditions that currently apply to nominations by CF Holdings shareholders of persons for election to the board of directors of CF Holdings. The General Meeting may resolve to overrule the binding nature of a nomination of the board of directors	Under the DGCL, a corporation may provide qualifications for directors in its bylaws or certificate of incorporation. CF Holdings' bylaws provide that each nominee for election as a director must deliver to CF Holdings' secretary a written representation and agreement that such person: (i) is not and will not become party to any agreement, arrangement or understanding with, and has not given and will not give any assurance to, any person or entity as to how such nominee, if elected as a director, will vote or act as a director; and (ii) in connection with the nominee's candidacy, is not and will not become a party to any compensatory, payment or other financial agreement with any person or entity other than CF Holdings and has not and will not	Only natural persons can be non-executive directors. The members of the board of directors are appointed by the general meeting. The board of directors may nominate candidates for a vacancy on the board of directors. Appointment of such candidates as member of the board of directors requires at least two-thirds of the votes cast. The OCI articles of association provide that members of the board of directors will be appointed for a maximum term of four years, provided, however, that unless such member of the board of directors has resigned at an earlier date, his or her term of office shall lapse on the day of the general meeting to be held when four years after his or her appointment have lapsed. An appointment can be renewed for a term of not more than four years at a time.

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New CF	CF Holdings	OCI

*Director Qualifications (continued)*
by a majority of two-thirds of the votes cast representing more than one-half of New CF's issued capital. The New CF articles of association provide that each director is appointed for a period ending at the close of the next annual general meeting and that a director may be reappointed.	receive any compensation or other payment from any person or entity other than CF Holdings, in each case that has not been disclosed to the CF Holdings secretary.

*Removal of Directors*
A director may be temporarily suspended or removed by the General Meeting at any time by a resolution passed with a majority of votes cast representing more than one-half of the issued and outstanding capital of New CF, unless the resolution is adopted upon the proposal of the board of directors, in which case a simple majority of votes cast is sufficient. The board of directors may suspend an executive director at any time.	Under the DGCL, directors may generally be removed from office, with or without cause, by a majority shareholder vote, except: (i) unless otherwise provided in the certificate of incorporation, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause; and (ii) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director can be removed without cause if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board, or, if there are classes of directors, at an election of the class of directors of which such director is a part. The board of directors of CF Holdings is not classified. CF Holdings' certificate of incorporation provides that any CF Holdings director or the entire CF Holdings board of directors may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.	The OCI general meeting is entitled to temporarily suspend and to dismiss members of the board of directors at any time. A resolution to suspend or remove other than on the proposal of the board of directors, may only be adopted by a majority of the votes cast, representing more than one third of the issued capital of OCI. The executive directors shall not participate in the discussion and decision-making process of the board of directors on making nominations for suspension and removal.

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New CF	CF Holdings	OCI

*Vacancies on the Board of Directors*
If one or more directors are unable to act, or in the case of a vacancy or vacancies for one or more directors, the powers of the board of directors will remain intact, provided that: (i) in the event one or more non-executive directors are unable to act, or in the case of a vacancy or vacancies for one or more non-executive directors, the remaining non-executive directors may temporarily appoint a person or persons, as the case may be, to fill such position and perform the tasks of the relevant non-executive director or non-executive directors; (ii) in the event one or more executive directors are unable to act, or in the case of a vacancy or vacancies for one or more executive directors, the non-executive directors may temporarily appoint a person or persons, as the case may be, to fill such position or positions and perform the tasks of the relevant executive director or executive directors; and (iii) in the event all directors are unable to act or in the case of vacancies for all directors, New CF will be managed temporarily by one or more persons to be appointed for that purpose by the General Meeting.	Under the DGCL, unless otherwise provided in the certificate of incorporation or bylaws, vacancies on a corporation's board of directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director. The CF Holdings certificate of incorporation provides that vacancies caused by an increase in the number of directors may only be filled by a majority of the remaining directors then in office, provided that a quorum is present, and any other vacancy may only be filled by a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director. Nominations for the CF Holdings board of directors may be made: (i) by the board of directors or (ii) by any shareholder of the corporation who is a shareholder of record on the date of giving notice and complies with the notice procedures as noted below under "Proposed Shareholder Nominations and Resolutions."	In the event that one or more members of OCI's board of directors are absent or prevented from performing his duties, the remaining member(s) of the board of directors or the sole remaining member of the board of directors shall be entrusted with the management of the company. If the seats of one or more executive directors are vacant or one or more executive directors are unable to perform their duties, the board of directors may temporarily entrust duties and powers of an executive director to another executive director (if any is remaining), a non-executive directors, former directors or another person. In the event that all the members of the board of directors or the sole member of the board of directors is absent or prevented from acting, the management of OCI will be temporarily entrusted to one or more persons designated for that purpose by the general meeting.

*Voting Rights*
Each New CF ordinary share or cumulative preference share confers the right on the holder to cast one vote at a general meeting of shareholders. Under Dutch law and the New CF articles of association, shareholders do not have cumulative voting rights. No voting rights may be exercised in respect of any shares held by New CF or its subsidiary companies.	The CF Holdings bylaws provide that holders of CF Holdings common stock are entitled to one vote per share on all matters to be voted on by shareholders. No shareholder has the right of cumulative voting. If any shares of preferred stock are issued, the voting rights of holders of those shares will be determined by	Each OCI ordinary share confers the right on the holder to cast one vote at a general meeting of shareholders. Resolutions are passed by a simple majority of the votes cast, unless the laws of the Netherlands or the OCI articles of association prescribe a larger majority (such as a resolution to reduce the issued share capital or a resolution to restrict or exclude

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New CF	CF Holdings	OCI

*Voting Rights (continued)*
Unless the laws of the Netherlands or the New CF articles of association prescribe a larger majority (such as a resolution to reduce the issued share capital or a resolution to restrict or exclude pre-emptive rights, which requires at least two-thirds of the votes cast, if less than half of the issued share capital is present or represented in the applicable general meeting), resolutions of the General Meeting are passed by a simple majority of the votes cast at a meeting at which a quorum is present. A resolution of the General Meeting can only be validly adopted in a meeting where the quorum applicable to such resolution is present. For a resolution proposed by the New CF board of directors, a quorum consists of at least one-third of the issued and outstanding capital of New CF, and, for any other resolution, a quorum consist of at least one-half of the issued and outstanding capital of New CF. If a quorum in respect of a resolution is not present at a general meeting, a new general meeting may be convened at which the relevant resolution may be passed, irrespective of the part of the capital represented at such meeting. In the notice convening the new general meeting it must be stated, giving the reason therefor, that the resolution may be passed, irrespective of the part of the capital represented at the meeting.	the CF Holdings board of directors, as stated and expressed in the resolution or resolutions adopted by the CF Holdings board of directors providing for the issuance such preferred stock. The CF Holdings bylaws provide that, unless otherwise required by law or the CF Holdings certificate of incorporation or bylaws, any question brought before any meeting of the shareholders shall be decided by the vote of the holders of a majority of the total number of votes of CF Holdings' capital stock represented and entitled to vote thereat, voting as a single class. The CF Holdings bylaws provide that, unless otherwise required by applicable law or CF Holdings' certificate of incorporation, the holders of a majority of CF Holdings' capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of CF Holdings shareholders for the transaction of business.	pre-emptive rights, which requires at least two-thirds of the votes cast, in a meeting if less than half of the issued share capital is present or represented). No voting rights may be exercised in respect of any ordinary shares held by OCI or its subsidiary companies.

*Proxies*
The board of directors of New CF may decide that those entitled to attend a general meeting may be represented at a general meeting by a proxy authorized in writing. Members of the board of directors may attend a general meeting.	Under the DGCL and the CF Holdings certificate of incorporation, at any meeting of shareholders, a shareholder may designate another person to act for such shareholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.	Those entitled to attend a general meeting may be represented at a general meeting by a proxy authorized in writing. Members of the board of directors may attend a general meeting.

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New CF	CF Holdings	OCI

*Shareholder Action by Written Consent*
Under Dutch law, resolutions of shareholders outside a general meeting are possible provided that the articles of association expressly allow it and subject to certain other conditions. The New CF articles of association do not provide for resolutions of shareholders outside a general meeting, except as described below. Any resolutions that may be adopted by a meeting of holders of cumulative preference shares may be adopted without a meeting. Such resolution will only be valid if all persons who are entitled to vote in a meeting of holders of cumulative preference shares have declared themselves in favour of the proposal in writing.	Under the DGCL, unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a written consent to the action is signed by shareholders holding at least a majority of the voting power, unless a different proportion of voting power is required for an action at a meeting, then that proportion of written consents is instead required. CF Holdings' certificate of incorporation provides that any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting, and that shareholders do not have the right to act by written consent.	The general meeting of a Dutch listed company cannot take resolutions in writing.

*Annual General Meeting*
An annual general meeting of shareholders must be held within six months from the end of the preceding financial year of New CF. New CF's financial year coincides with the calendar year. The agenda of an annual general meeting of shareholders includes the discussion and adoption of New CF's annual accounts and the appointment of directors and further includes any other business presented by the board of directors or required pursuant to law or the New CF articles of association. Directors may be elected at any general meeting of shareholders.	CF Holdings' bylaws provide that the annual meeting of shareholders for the election of directors shall be held on such date and at such time and place as shall be designated from time to time by the CF Holdings board of directors. The CF Holdings' bylaws further provide that any other proper business may be transacted at the annual meeting of the shareholders. Under the DGCL, if an annual shareholder meeting is not held within 13 months of the date of the last annual shareholder meeting, or within 30 days after the date designated for such annual meeting, the Delaware Court of Chancery may order a meeting to be held upon application of any shareholder or director.	An annual general meeting of shareholders must be held within six months from the end of the preceding financial year of OCI. The purpose of the annual general meeting of shareholders is to discuss, inter alia, the annual report, the adoption of the annual accounts, allocation of profits (including the proposal to distribute dividends), release of members of the board of directors from liability for their management and supervision, respectively, and other proposals brought up for discussion by the board of directors. Directors may be elected at any general meeting of shareholders. Each year a general meeting of shareholders will be held not later than in the month of June.

*Proposed Shareholder Nominations and Resolutions*
Under Dutch law, the agenda for a general meeting of shareholders may contain the items requested by one or	CF Holdings shareholders may bring business before the annual meeting provided that: (a) they are a	The agenda for a general meeting of shareholders may contain the items requested by one or more

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New CF	CF Holdings	OCI

*Proposed Shareholder Nominations and Resolutions (continued)*
more shareholders, or other persons entitled to attend general meetings, alone or together representing at least 3% of New CF's issued capital. Such requests must be made in writing, substantiated or including a proposal for a resolution, and received by the New CF board of directors at least sixty days before the day of the meeting. Notwithstanding the provisions described above, items for which a request has been filed by one or more shareholders solely or jointly in accordance with rules established from time to time by the board of directors will be included by the board of directors in the notice of a general meeting. New CF expects that its board of directors will adopt rules that, to the extent permitted under Dutch law, reflect in material respects the procedures currently applicable to shareholder proposals and director nominations under CF Holdings' certificate of incorporation and bylaws.	shareholder of record on the date of giving notice and on the record date for the annual meeting; and (b) they comply with the notice procedures set forth in the bylaws. To comply with the notice procedures of the bylaws, a shareholder's notice must be delivered to CF Holdings' Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. Additionally, a shareholder's notice must set forth a brief description of the business desired to be brought before the annual meeting and the reason for conducting such business at the annual meeting and as to each shareholder giving notice: (i) the name and address of the shareholder; (ii) the class and number of shares of CF Holdings stock owned by the shareholder; (iii) the nominee holder for, and number of shares of, any CF Holdings stock owned beneficially, but not of record, by the shareholder; (iv) whether and to the extent any hedging or other transaction has been entered into, the effect or intent of which is to mitigate loss or manage risk or benefit of share price changes, or to increase or decrease the voting power, of the shareholder with respect to CF Holdings stock; (v) a description of all arrangements between shareholders in connection with the proposal of the business; (vi) a description of any material interests of the shareholder in such business; (vii) to the extent known by the shareholder, the name and address of any other shareholder supporting the proposal of business; (viii) a representation that the shareholder intends to appear in person or by proxy at the special meeting to bring such business before the meeting; (ix) notice of whether	shareholders, or other persons entitled to attend general meetings, alone or together representing at least 3%. Requests must be made in writing, substantiated or including a proposal for a resolution, and received by the board of directors at least sixty days before the day of the meeting.

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New CF		CF Holdings		OCI

*Proposed Shareholder Nominations and Resolutions (continued)*
		the shareholder intends to solicit proxies in connection with the proposed matter; and (x) any other information that would be required to be disclosed in a proxy statement in connection with a solicitation of proxies.
		To comply with notice procedures regarding a director nomination, a shareholder director nomination must be from a shareholder of CF Holdings of record on the date of giving notice and on the date of the meeting and must be received, in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders or, in the case of a special meeting called for the purpose of electing directors, not later than the close of business on the 10^th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the special meeting was made, whichever was first. Additionally, a shareholder's director nomination notice must set forth: (a) as to each person to be nominated for election: (i) name, age, business address and residence address of the person; (ii) principal occupation or employment of the person; (iii) the class and number of shares of CF Holdings stock owned by the person; (iv) the nominee holder for, and number of shares of, any shares owned beneficially but not of record by the person; (v) whether and to the extent any hedging or other transaction has been entered into, the effect or intent of which is to mitigate loss or manage risk or benefit of share price changes, or to increase or decrease the voting power, of such person with respect to CF Holdings stock; (vi) the representations and warranties required to be made by

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New CF		CF Holdings		OCI

*Proposed Shareholder Nominations and Resolutions (continued)*
		directors; and (vii) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors and (b) as to the shareholder giving notice: (i) name and address of the shareholder; (ii) the class and number of shares of CF Holdings stock owned by the shareholder; (iii) the nominee holder for, and number of shares of, any shares owned beneficially but not of record by the person; (iv) whether and to the extent any hedging or other transaction has been entered into, the effect or intent of which is to mitigate loss or manage risk or benefit of share price changes, or to increase or decrease the voting power, of the shareholder with respect to CF Holdings stock; (v) a description of all arrangements between shareholders in connection with the nominations; (vi) a description of any material interests of the shareholder in the nomination; (vii) a description of any relationship between the shareholder and each proposed nominee; (viii) to the extent known by the shareholder, the name and address of any other shareholder supporting the nominees named in the notice for election; (ix) a representation that the shareholder intends to appear in person or by proxy at the special meeting to nominate the proposed nominees; (x) notice of whether the shareholder intends to solicit proxies in connection with the nomination; and (xi) any other information that would be required to be disclosed in a proxy statement in connection with a solicitation of proxies.
		Additionally, the director nomination notice must be accompanied by a written consent of the proposed nominee to being named as a

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New CF		CF Holdings		OCI

*Proposed Shareholder Nominations and Resolutions (continued)*
		nominee and to serve as director if elected, and CF Holdings may require a nominee to furnish information to determine the eligibility of any proposed nominee. The "proxy access" provisions of the bylaws permit any shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership of 3% or more of CF Holdings' outstanding common stock for at least the previous three years to include a specified number of director nominees in CF Holdings' proxy materials for the annual meeting of shareholders. For purposes of determining the number of shareholders comprising a group of shareholders, any two or more funds under common management or sharing a common investment adviser will be counted as one shareholder. For purposes of determining qualifying ownership, loaned shares are counted as owned if the applicable shareholder has the power to recall the shares on five business days' notice, and hedged shares are counted as owned if the hedging is across a broad multi-industry investment portfolio and is solely with respect to currency risk, interest rate risk or, using a broad index-based hedge, equity risk.
		The maximum number of shareholder-nominated candidates allowed under the proxy access provisions of the bylaws is equal to 25% of the directors in office at the time of nomination. Shareholder-nominated candidates that the CF Holdings board of directors determines to include in CF Holdings' proxy materials as board-nominated candidates and any director in office as of the nomination deadline who was included in CF Holdings' proxy materials as a shareholder nominee for either of the two preceding annual

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New CF		CF Holdings		OCI

*Proposed Shareholder Nominations and Resolutions (continued)*
		meetings and whom the CF Holdings board of directors decides to renominate for election will be counted against the 25% maximum. Requests to include shareholder-nominated candidates in CF Holdings' proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that CF Holdings issued its proxy statement for the previous year's annual meeting of shareholders. Each shareholder seeking to include a director nominee in CF Holdings' proxy materials is required to provide certain information, including proof of qualifying stock ownership as of the date of the submission and the record date for the applicable annual meeting of shareholders; the shareholder's notice on Schedule 14N required to be filed with the SEC; the written consent of the shareholder nominee to being named in the proxy statement and serving as a director, if elected; and the information required by the advance notice provision of the bylaws relating to nomination of directors. Nominating shareholders are also required to make certain representations and agreements regarding not nominating for election to the board of directors any person other than the shareholder nominees nominated pursuant to the proxy access provisions of the bylaws; lack of intent to effect a change of control; intent to maintain qualifying ownership through the meeting date; intentions with respect to maintaining qualifying ownership for one year after the meeting date; only participating in solicitation in support of the election of their shareholder nominees or nominees of the CF Holdings board of directors; not distributing any form of proxy other than the form distributed by CF Holdings; and complying with

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New CF		CF Holdings		OCI

*Proposed Shareholder Nominations and Resolutions (continued)*
		solicitation rules and assuming liabilities related to and indemnifying CF Holdings against losses arising out of the nomination. Each nominee for election as a director, including each shareholder nominee, is required to make specified representations and agreements, including representations and agreements regarding refraining from voting commitments, and disclosure of special compensation arrangements in connection with the nominee's candidacy for director. Each shareholder nominee also must submit completed and signed questionnaires required of CF Holdings' directors and officers and provide any additional information necessary for the CF Holdings board of directors to determine if such nominee is independent.
		A shareholder nominee would not be eligible for inclusion in CF Holdings' proxy materials if such person has been nominated on an opposing slate under the advance notice provision of the bylaws relating to nomination of directors; the nominating shareholder who nominated him or her is soliciting for one or more candidates nominated on an opposing slate under the advance notice provision of the bylaws; his or her election would cause CF Holdings to violate its certificate of incorporation or bylaws or any laws or regulations; he or she has been an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, within the past year; he or she is the subject of a pending criminal proceeding; or the nominee or the nominating shareholder who nominated him or her has provided false and misleading information to CF Holdings or breached any of their obligations under the proxy access provisions of the bylaws. Shareholder nominees who are included in CF

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New CF	CF Holdings	OCI

*Proposed Shareholder Nominations and Resolutions (continued)*
	Holdings' proxy materials but subsequently withdraw from or become ineligible for election at the meeting or do not receive at least 25% of the votes cast in the election would be ineligible for nomination under the proxy access provisions of the bylaws for the next two years. Nominating shareholders under the proxy access provisions of the bylaws are permitted to include in the proxy statement a 500-word statement in support of their nominee(s). CF Holdings may omit any information or statement that it, in good faith, believes would violate any applicable law or regulation.

*General and Special Meetings*
Other general meetings of shareholders will be held if requested by the written request (stating the exact subjects to be discussed) of one or more shareholders representing in aggregate at least 10% of the issued share capital of New CF (taking into account the relevant provisions of the laws of the Netherlands and the New CF articles of association). General meetings will be held in Amsterdam, Geleen, Rotterdam or Haarlemmermeer (including Schiphol), the Netherlands. Meetings of holders of ordinary shares or meetings of holders of cumulative preference shares will be convened if required by law or New CF's articles of association, or if the board of directors so decides.	Under the DGCL, special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. CF Holdings' bylaws provide that special meetings may be called by: (1) the Chairman of the CF Holdings board of directors; (2) the President; or (3) the CF Holdings board of directors. Additionally, the Secretary of CF Holdings shall call a special meeting upon written request in proper form to the Secretary from one or more record holders of common stock representing at least 25% of the voting power of all outstanding shares of common stock which are determined to be "Net Long Shares." In order for a shareholder's special meeting request to be in proper form, such request must include: (i) statement of the specific purpose of the special meeting and the text of any proposal or business; (ii) if it is	Other general meetings of shareholders will be held if requested by the written request (stating the exact subjects to be discussed) of one or more shareholders representing in aggregate at least 10% of the issued share capital of OCI (taking into account the relevant provisions of the laws of the Netherlands and the OCI articles). General meetings will be held in Amsterdam, or Haarlemmermeer (including Schiphol), the Netherlands.

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New CF		CF Holdings		OCI

*General and Special Meetings (continued)*
		for the nomination of a director, the requirements under (a)(i)-(vii) and (b)(i)-(vi) and (ix) under the second to last paragraph of "Proposed Shareholder Nominations and Resolutions", above; (iii)(a) name and address of the shareholder, (b) the class and number of shares of CF Holdings stock owned by the shareholder, (c) the nominee holder for, and number of shares of, any CF Holdings stock owned beneficially but not of record by the shareholder, (d) whether and to the extent any hedging or other transaction has been entered into, the effect or intent of which is to mitigate loss or manage risk or benefit of share price changes, or to increase or decrease the voting power, of the shareholder with respect to CF Holdings stock, (e) a description of all arrangements between shareholders in connection with the proposals, (f) a description of any material interests of the shareholder in such business, and (g) any other information that would be required to be disclosed in a proxy statement in connection with a solicitation of proxies; (iv) a representation that the shareholder intends to appear in person or by proxy at the special meeting to present the proposal, (v) a representation as to whether the shareholder is part of a group that intends to solicit proxies, (vi) an agreement that the shareholders will notify CF Holdings of any decrease in "Net Long Shares" and an acknowledgment that any decrease will be a revocation of the request to the extent of such reduction and (vii) documentary evidence that the shareholders own the requisite amount of shares.

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New CF	CF Holdings	OCI

*Notice of General Meetings*
General meetings of shareholders can be convened by the New CF board of directors by a notice, specifying the subjects to be discussed, the place and the time of the meeting and participation procedure, issued at least fifteen days before the meeting. All convocations, announcements, notifications and communications to shareholders have to be made in accordance with the relevant provisions of the laws of the Netherlands and the convocation and other notices may occur by means of sending an electronically transmitted legible and reproducible message to the address of those shareholders which consented to this method of convocation by making an address available to New CF for that purpose. Each shareholder entitled to vote, and each usufructuary (i.e., the person or entity with the right to the voting and economic interests of the ordinary shares) to whom the right to vote on the ordinary shares accrues, shall be authorized to attend the general meeting, to address the general meeting and to exercise his/her voting rights.	Under the DGCL, unless otherwise provided in the certificate of incorporation or bylaws or under other provisions of the DGCL, written notice of any meeting of the shareholders must be given to each shareholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and must specify the place, if any, date, hour, means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes of the meeting.	General meetings of shareholders can be convened by the OCI board of directors by a notice, specifying the subjects to be discussed, the place and the time of the meeting and admission and participation procedure, issued at least forty-two days before the meeting. All convocations, announcements, notifications and communications to shareholders have to be made in accordance with the relevant provisions of the laws of the Netherlands and the convocation and other notices may occur by means of sending an electronically transmitted legible and reproducible message to the address of those shareholders which consented to this method of convocation. Each shareholder entitled to vote, and each usufructuary (i.e., the person or entity with the right to the voting and economic interests of the ordinary shares), to whom the right to vote on the ordinary shares accrues, shall be authorized to attend the general meeting, to address the general meeting and to exercise his/her voting rights.

*Reduction of Share Capital*
The General Meeting may, but only at the proposal of the board of directors, resolve to reduce New CF's issued capital: (a) by cancellation of shares; or (b) by reducing the nominal value of shares by amendment of the articles of association. The shares in respect of which such resolution is passed must be designated in the resolution and provisions for the implementation of such resolution must be made in the resolution. A resolution to cancel shares can only relate to (i) shares held by New CF	Under the DGCL, a corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding. Whenever any shares of the capital stock of a corporation are retired, they resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. Under the DGCL, a corporation may, under certain circumstances, by resolution of its board of directors, reduce its capital. No reduction of capital may be made or effected unless the assets of the corporation remaining after such	A general meeting may, but only at the proposal of the board of directors, resolve to reduce OCI's issued capital: (a) by cancellation of shares; or (b) by reducing the nominal value of shares by amendment of the articles of association. The shares in respect of which such resolution is passed must be designated in the resolution and provisions for the implementation of such resolution must be made in the resolution. A resolution to cancel shares can only relate to shares held by OCI itself or of which it holds the depositary receipts.

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*Reduction of Share Capital (continued)*
itself or for which it holds depositary receipts or (ii) to all cumulative preference shares.	reduction are sufficient to pay any debts of the corporation for which payment has not been otherwise provided. A reduction of capital will not release any liability of any shareholder whose shares have not been fully-paid.

*Bonus Issue of Shares*
Both the board of directors and the General Meeting, on the basis of a proposal by the board of directors, may decide that a distribution on shares will not be made in cash but in the form of shares, or that holders of shares will be given the choice between distribution in cash or in the form of shares, or a combination of the two. All these distributions are to be made from the profits or from a reserve or from both. The board of directors may determine the conditions under which this choice may be made.	Under the DGCL, by resolution of the board of directors, dividends may be paid in shares of the corporation's capital stock.	The board of directors 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 of directors is authorized to do so by the general meeting. The board of directors shall then determine the conditions applicable to the aforementioned choices.

*Liability of Directors and Officers*
Under the laws of the Netherlands, members of the New CF board of directors may be liable to New CF for damages in the event of improper or negligent performance of their duties. They may be jointly and severally liable for damages to New CF and to third parties for infringement of the New CF articles of association or of certain provisions of the Dutch Civil Code. In certain circumstances, they may also incur additional specific civil and criminal liabilities. New CF's articles of association provide for indemnification by New CF of the current and former directors for damages or fines payable by them as a result of acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at New CF's request, the reasonable costs of conducting a defense against claims	Under the DGCL, a corporation's certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its shareholders for monetary damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) willful or negligent declaration and payment of unlawful dividends, or unlawful share purchases or redemptions; or (iv) any transaction from which the director derives an improper personal benefit. In addition, under the DGCL, a corporation has the power to	Under the laws of the Netherlands, members of the OCI board of directors may be liable to OCI for damages in the event of improper or negligent performance of their duties. They may be jointly and severally liable for damages to OCI and to third parties for infringement of the OCI articles of association or of certain provisions of the Dutch Civil Code. In certain circumstances, they may also incur additional specific civil and criminal liabilities.

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New CF

CF Holdings

OCI

Liability of Directors and Officers (continued)

based on such acts or failures to act and the reasonable costs of appearing in other legal proceedings in which they are involved as current or former directors, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf. However, if (i) the act or failure to act of the director concerned may be characterized by a Dutch Court as willful or intentionally reckless conduct or (ii) the costs or financial loss of the director concerned are covered by insurance and the insurer has paid out the costs or financial loss, there is no entitlement to reimbursement for that director.

indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action is by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; provided, with respect to any criminal action or proceeding, there was no reasonable cause to believe the person's conduct was unlawful; provided, further, that the corporation may not indemnify any person in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless determined otherwise by court order.

CF Holdings' certificate of incorporation limits the personal liability of its directors to the fullest extent permitted by the DGCL.

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New CF	CF Holdings	OCI

*Liability of Directors and Officers (continued)*
	right to indemnification includes the right to advancement of expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. CF Holdings' bylaws provide that CF Holdings will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person was a director or officer of CF Holdings against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith, in a manner such person reasonably believed to be in or not opposed to the best interests of CF Holdings and, in the case of criminal proceedings, held no reason to believe such action was unlawful. CF Holdings' bylaws provide equivalent indemnification rights with respect to actions, suits or proceedings by or in the right of CF Holdings, except if such director is adjudged to be liable to CF Holdings in such action, unless and to the extent the court determines that despite the finding of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

*Shareholder Vote on Certain Transactions*
Pursuant to the Dutch Civil Code and the New CF articles of association, the approval of the General Meeting is required for resolutions of the New CF board of directors regarding a significant change in the identity or nature of New CF or its business, including in any event: • the transfer of the business, or practically the entire business, to a third party;	Generally, under the DGCL, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation's assets or dissolution requires the approval of the board of directors and approval by the vote of the holders of a majority of the outstanding stock or, if the certificate	Pursuant to the Dutch Civil Code and the OCI articles of association, resolutions of the board of directors in respect of an important change in the identity or character of OCI or its business are subject to the approval of the general meeting, which in any event include: • the transfer of the business or substantially all of the business to a third party;

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New CF

CF Holdings

OCI

Shareholder Vote on Certain Transactions (continued)

•

concluding or cancelling a long-lasting cooperation by New CF or any of its subsidiaries with another legal person or company or as a fully liable general partner in a partnership, provided that the cooperation or cancellation is of essential importance to New CF; and

•

the acquisition or disposal by new CF or by any of its subsidiaries of a participating interest in the capital of a company with a value of at least one-third of the sum of New CF's assets, as shown on the consolidated balance sheet with explanatory notes according New CF's last adopted annual accounts.

A resolution to grant such approval may only be adopted at the proposal of the New CF board of directors and requires a majority of votes cast representing more than one-half of the issued and outstanding capital of New CF.

The General Meeting may resolve to amend New CF's articles of association, to reduce New CF's issued capital, to adopt the board remuneration policy, to make distributions to shareholders from one or more reserves that New CF is not required to maintain by law, to determine that a distribution on shares is made (partially) in kind, or to dissolve New CF only on a proposal of the board of directors. Any such resolution to amend New CF's articles of incorporation or dissolve New CF requires a majority of votes cast representing more than one-half of the issued and outstanding capital of New CF and must be made upon a proposal of the New CF board of directors.

of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.

CF Holdings' certificate of incorporation does not provide for supermajority voting rights.

•

the entry into or termination of a long-term cooperation by OCI or any of its subsidiaries with another legal entity or as a fully liable partner in a limited or general partnership, if such cooperation or the termination thereof is of far-reaching significance to OCI; and

•

the acquisition or disposal by OCI or by any of its subsidiaries of a participation in the capital of another company, the value of which equals at least one-third of OCI's assets according to its consolidated balance sheet with explanatory notes included in OCI's most recently adopted consolidated annual accounts.

The request for approval as referred to above shall be submitted to OCI's general meeting only after its works council has been given a timely opportunity to determine a point of view in respect thereof. The point of view of the works council shall be submitted to the general meeting simultaneously with the request for approval of OCI's general meeting. The chairman or a member of the works council designated by him may give an explanation at the general meeting of the point of view of the works council. The absence of a point of view shall not affect the adoption of a resolution in respect of the request for approval.

The general meeting may only resolve to amend the OCI articles, to conclude a legal merger or a demerger, or to dissolve OCI on a proposal of the board of directors.

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New CF	CF Holdings	OCI

*Anti-Takeover Provisions*
New CF's articles of association include a provision similar to Section 203 of the DGCL. Under this provision, New CF needs prior approval of the General Meeting for a resolution of the board of directors to engage in certain business combinations with an interested shareholder (a person or group of affiliates owning at least 15% of the voting power of New CF) for a period of three years after such interested shareholder became an interested shareholder unless (a) before the shareholder became an interested shareholder, New CF's board of directors approved, with such terms as the board of directors deems appropriate, either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder, (b) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the ordinary shares of New CF outstanding at the time the transaction commenced, excluding, for purposes of determining the outstanding ordinary shares (but not the ordinary shares owned by the interested shareholder) those shares owned (i) by directors and (ii) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer. The affirmative vote by the general meeting must represent at least two-thirds of the issued capital of New CF which is not owned by the interested shareholder, or (c) if the shareholder became an interested shareholder inadvertently and (i) as	CF Holdings is subject to Section 203 of the DGCL. Under Section 203, CF Holdings is prohibited from engaging in certain business combinations with an interested shareholder (a person or group of affiliates owning at least 15% of the voting power of CF Holdings) for a period of three years after such interested shareholder became an interested shareholder unless (a) before the shareholder became an interested shareholder, CF Holdings board of directors approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder, (b) upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of CF Holdings outstanding at the time the transaction commenced, excluding, for purposes of determining the voting stock outstanding (but not the voting stock outstanding owned by the interested shareholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or (c) at or subsequent to the time the shareholder became an interested shareholder the business combination is approved by the board of directors and authorized by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested shareholder at an annual or special meeting of the shareholders of CF Holdings.	Pursuant to the Dutch Financial Supervision Act, and in accordance with European Directive 2004/25/EC, also known as the takeover directive, any shareholder who directly or indirectly obtains control of a Dutch listed company, is required to make a public offer for all issued and outstanding shares in that company's share capital at a fair price. Such control is deemed present if a (legal) person is able to exercise, alone or acting in concert, at least 30% of the voting rights in the general meeting of such listed company (subject to a grandfathering exemption for major shareholders who, acting alone or in concert, already had control at the time of that company's initial public offering). An exemption exists as well if such (legal) person, alone or acting in concert, reduces its holding below 30% within 30 days of the acquisition of control provided that: (i) the reduction of such (legal) person's holding was not effected by a transfer of shares or depositary receipts to an exempted party; and (ii) during this period such (legal) person, alone or acting in concert, did not exercise its voting rights. Furthermore, an additional exemption exists if such (legal) person has predominant control at the moment when the shares or the depositary receipts for shares issued with the company's concurrence are admitted for the first time to trading on a regulated market.

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New CF		CF Holdings		OCI

*Anti-Takeover Provisions (continued)*
soon as practicable, but in any case no later than thirty days after having become an Interested Shareholder, divests itself of ownership of sufficient shares so that the shareholder ceases to be an interested shareholder and (ii) such shareholder would not, at any time within the three year period immediately prior to the business combination, have been an interested shareholder but for the inadvertent acquisition of ownership. Prior to the closing of the combination, the board of directors shall approve (A) OCI and the S shareholders and each of OCI's and the S shareholders' respective affiliates and associates for purposes of this article, such approval to be subject to the condition that such approval shall only be effective as long as (i) Section 3.1 of the shareholders' agreement is effective and (ii) such persons are in compliance with the terms of the shareholders' agreement and (B) any transaction provided for in the combination agreement or the ancillary agreements to the combination agreement.

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New CF

CF Holdings

OCI

Shareholder Rights Plan; Preference Shares

Under Dutch law, it is not possible to permanently authorize New CF's board of directors to issue shares. Accordingly, there is no provision equivalent to a shareholder rights plan in New CF's articles of association.

Dutch law permits a company to issue to a Dutch foundation (stichting) a call option to acquire cumulative preference shares that, if exercised, would result in the foundation acquiring voting rights in the company's general meeting, and will consequently result in dilution of voting rights in the general meeting of all other shareholders of the company. The voting rights so acquired by such Dutch foundation, and the consequential dilution of voting rights of other shareholders, may, dependent on the terms of the call option, be substantial.

A Dutch foundation will exercise its rights under a call option in accordance with its objectives as set out under its articles of association. The articles of association of a Dutch foundation generally provide that the Dutch foundation's objects are to safeguard the interest of the company issuing the call option and the enterprises maintained by the company and its subsidiaries and all of their stakeholders against influences which would conflict with such interests or could affect the independence, the continuity and/or the identity of the company and those enterprises. Specific Dutch foundations may have different objects, tailored to the company in which they hold a call option and the interest they seek to safeguard.

By exercising the call option to acquire a company's cumulative preference shares, a Dutch foundation dilutes the voting rights in the general meeting of the company's other

CF Holdings does not have a shareholder rights plan in effect, but under Delaware law the CF Holdings board of directors could adopt such a plan without shareholder approval.

CF Holdings' certificate of incorporation authorizes the CF Holdings board of directors, without any further shareholder action or approval, to issue shares of preferred stock in one or more classes or series, and to fix for each such class or series the voting powers, if any; the designations, preferences and relative, participating, optional or other special rights; and the qualifications, limitations or restrictions thereof. Although the CF board of directors has no intention at the present time of doing so, it could issue (including, without limitation, in connection with a shareholder rights plan) a series of CF Holdings preferred stock that could, depending on the terms of such series, impede completion of a merger, tender offer or other takeover attempt that some, or a majority, of CF Holdings shareholders might believe to be in their best interests or in which shareholders might receive a premium for their shares over the then-current market price of such shares.

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New CF

CF Holdings

OCI

Shareholder Rights Plan; Preference Shares (continued)

shareholders. The number of cumulative preference shares for which the call option is granted is generally limited so that, after giving effect to the exercise of a call option, the Dutch foundation will not hold more than 50% of the votes in the company's general meeting.

As of the consummation of the merger, New CF's board of directors will be designated as the authorized body to issue shares, including ordinary shares and cumulative preference shares, and to grant rights to subscribe for shares in the share capital of New CF, which authorization is valid for a period of 5 years from the date is was granted. Under this authorization, or otherwise, New CF intends to issue a call option to a Dutch foundation for New CF cumulative preferred shares.

The Dutch foundation to which New CF intends to grant the call option would have a broad objective to safeguard and promote the interest of New CF, the enterprises maintained by New CF and its group companies, and all of their stakeholders, against influences which would conflict with such interests or could affect the independence, the continuity and/or the identity of New CF and those enterprises.

Following the issuance of the call option for cumulative preference shares to the Dutch foundation, the Dutch foundation will be able to, subject to the provisions of the call option, acquire a maximum of such number of cumulative preference shares constituting 50% of New CF's voting shares.

Any such call option would be expected to grandfather any shareholder having beneficial ownership of 15% or more of the outstanding ordinary shares of New CF at the time the board of New CF determines that the call

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New CF

CF Holdings

OCI

option is exercisable, to the extent of such ownership, and would also include an exception permitting the beneficial ownership of outstanding ordinary shares of New CF by the S Shareholders, their affiliates or associates for so long as (i) Section 3.1 of the shareholders' agreement is in effect, (ii) the shareholders agreement is in full force and effect and binding on such persons and (iii) such persons are in compliance with the terms of the shareholders' agreement.

The call option New CF intends to grant to the Dutch foundation would be exercisable by the foundation only at such time as the New CF board of directors adopts a resolution determining that such option shall be exercisable. Any such exercisability would be subject to there having occurred a triggering event analogous to those typically included in a Delaware corporation's shareholder rights plan. In particular, New CF expects that the triggering events for the New CF call option would be the occurrence of the close of business on the tenth business day following a public announcement that a person or group has acquired beneficial ownership of 15% or more of the outstanding ordinary shares of New CF or the close of business on the tenth business day (or such later date as the New CF board of directors determines) after the commencement of a tender or exchange offer for New CF ordinary shares that would result in a person or group acquiring beneficial ownership of 15% or more of the outstanding ordinary shares of New CF. In either case, prior to the triggering event, the New CF board of directors would be able unilaterally to determine that the call option is no longer exercisable by the foundation.

The call option New CF intends to grant to the Dutch foundation would constitute an arrangement that could in the future result in a change in control, as defined under SEC rules, of New CF.

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New CF	CF Holdings	OCI

*Standard of Conduct for Directors*
In the Netherlands, a director's duty of care is expressed in terms of a duty to "properly perform" management or supervisory duties.	The DGCL does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interests of the shareholders.	In the Netherlands, a director's duty of care is expressed in terms of a duty to "properly perform" management or supervisory duties.

*Shareholder Suits*
There is no equivalent provision in New CF's articles of association or under the laws of the Netherlands.	Under the DGCL, a shareholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: • state that the plaintiff was a shareholder at the time of the transaction of which the plaintiff complains or that the plaintiff shares thereafter devolved on the plaintiff by operation of law; and	There is no equivalent provision in OCI's articles of association or under the laws of the Netherlands.
	• allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiffs failure to obtain the action; or • state the reasons for not making the effort.
	Additionally, the plaintiff must remain a shareholder through the duration of the derivative suit. The action will not be dismissed without the approval of the Delaware Court of Chancery.

*Exclusive Forum*
Under New CF's articles of association, unless New CF consents in writing to the selection of an alternative forum, the competent court of Amsterdam, the Netherlands, shall be the exclusive forum for any dispute between a shareholder, in its

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New CF	CF Holdings	OCI

*Exclusive Forum (continued)*
capacity as such, and (i) New CF or (ii) any director (or person temporarily appointed to fill a vacancy and perform the tasks of a director in accordance with New CF's articles of association), acting in such capacity.	There is no equivalent provision in CF Holdings' certificate of incorporation or bylaws or under Delaware law.	There is no equivalent provision in OCI's articles of association or under the laws of the Netherlands.

*Inspection of Books and Records*
Under the Dutch Corporate Governance Code, which applies on a "comply or explain" basis, New CF must publish its annual reports and accounts, and the notices and the minutes of general meetings, on its website. Furthermore, under the laws of the Netherlands, a company's articles of association and annual reports and accounts must be registered at the Trade Register, and these documents are therefore open to public inspection.	Under the DGCL, any shareholder, in person or by attorney or other agent, does, upon written demand under oath stating the purposes thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from: • the corporation's stock ledger, a list of its shareholders, and its other books and records; and • a subsidiary's books and records, to the extent that: (a) the corporation has actual possession and control of such records of such subsidiary; or (b) the corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand: (i) the shareholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and (ii) the subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation.	Under OCI's articles of association, the laws of the Netherlands, and the Dutch Corporate Governance Code, OCI has to publish its annual reports and accounts, and the notices and the minutes of general meetings on its website. Furthermore, under the laws of the Netherlands, a company's articles of association, and annual reports and accounts must be registered at the Trade Register and these documents are therefore open to public inspection.

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FUTURE SHAREHOLDER PROPOSALS

New CF

Assuming completion of the combination, holders of New CF ordinary shares will be entitled to present proposals for consideration at forthcoming New CF shareholder meetings provided that they comply with the proxy rules promulgated by the SEC and the New CF articles. The deadline for submission of all New CF shareholder proposals to be considered for inclusion in New CF's proxy statement for its next annual meeting will be disclosed in a subsequent filing with the SEC.

CF Holdings

CF Holdings has not yet determined the impact of the proposed combination on its 2016 annual meeting of shareholders. If an annual meeting is held in 2016, any CF Holdings shareholder intending to present a proposal at such meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing to the CF Holdings corporate secretary at CF Industries Holdings, Inc., Attention: Secretary, 4 Parkway North, Suite 400, Deerfield, Illinois 60015. The proposal must have been received by CF Holdings no later than December 4, 2015, except that, if the date of the 2016 annual meeting has been changed by more than 30 days from the date of the 2015 annual meeting, the proposal must be received by CF Holdings by a reasonable time before CF Holdings begins to print and send its proxy materials.

In connection with the 2016 annual meeting, if there is one, the CF Holdings bylaws require that, to be timely, written notice of (i) proposals intended to be presented by shareholders at the 2016 annual meeting, but that are not intended for inclusion in the proxy statement for that meeting pursuant to Rule 14a-8, and (ii) nominations of persons for election as directors intended to be made by a shareholder at the 2016 annual meeting be delivered to the CF Holdings corporate secretary at the address above no earlier than January 16, 2016 and no later than February 15, 2016, except that, if the 2016 annual meeting is called for a date that is not within 30 days before or after the anniversary date of the 2015 annual meeting, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which notice of the date of the 2016 annual meeting was mailed or public disclosure of the date of the 2016 annual meeting was made, whichever first occurs. Such advance notice deadline will also be the deadline for "timely" proposals made in accordance with Rule 14a-4(c) under the Exchange Act. To be in proper written form, the notice must set forth the information prescribed in the CF Holdings bylaws. Under the proxy access provisions of the CF Holdings bylaws, certain shareholders and/or shareholder groups will be permitted to include shareholder nominated director candidates in CF Holdings' proxy materials for the 2016 annual meeting of shareholders, if there is one. See "Comparison of Rights of Shareholders of CF Holdings, OCI and New CF—Proposed Shareholder Nominations and Resolutions." Requests pursuant to such proxy access provisions to include shareholder nominated director candidates in CF Holdings' proxy materials for an annual meeting in 2016 must have been received by CF Holdings no earlier than November 4, 2015 and no later than December 4, 2015.

OCI

OCI will hold an annual meeting within 6 months of January 1, 2016. OCI will inform its shareholders of the date of the annual meeting at least 42 days in advance of such meeting. Any proposal that an OCI shareholder intends to present at the 2016 annual meeting of OCI shareholders pursuant to Section 2:114a of the Dutch Civil Code, including any nominations for the OCI board of directors, must be submitted to the chairman of OCI, and the proposal must be received no later than 60 days prior to the date of the meeting. Only one or more OCI shareholders, who, alone or jointly, represent not less than a three per cent part of the issued capital have the right to present a proposal.

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LEGAL MATTERS

De Brauw Blackstone Westbroek N.V., counsel for CF Holdings as to matters of Dutch law, will provide an opinion regarding the validity of the New CF ordinary shares to be issued in the combination.

EXPERTS

The consolidated financial statements of CF Holdings and subsidiaries as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The Combined Carve-out Financial Statements of the ENA business of OCI N.V. as of December 31, 2014 and 2013 and January 1, 2013, and for each of the years in the two-year period ended December 31, 2014, have been included in this document and in the registration statement in reliance upon the report of KPMG Accountants N.V., an independent public accounting firm, appearing elsewhere in this document and in the registration statement, and upon the authority of said firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

CF Holdings files annual, quarterly and current reports, proxy statements, and other information with the SEC under the Exchange Act. You may read and copy any of this information at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. These filings made with the SEC are also available to the public through the website maintained by the SEC at http://www.sec.gov or from commercial document retrieval services.

This document is part of a registration statement and constitutes a prospectus of New CF in addition to being a proxy statement of CF Holdings for its special meeting and a shareholders circular of OCI for their extraordinary general meeting. The registration statement, including the attached exhibits and schedules, contains additional relevant information about the New CF ordinary shares. The rules and regulations of the SEC allow certain information included in the registration statement to be omitted from this document.

In addition, the SEC allows CF Holdings to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this document, except for any information that is superseded by information included directly in this document. In addition, any later information that CF Holdings files with the SEC will automatically update and supersede this information. This document incorporates by reference the documents listed below that CF Holdings has previously filed with the SEC. These documents contain important information about CF Holdings, including its financial condition, business and results.

The following documents, which have been filed with the SEC by CF Holdings, are hereby incorporated by reference into this document:

•: CF Holdings' Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 26, 2015;
•: CF Holdings' Quarterly Reports on Form 10-Q for the quarter ended March 31, 2015 filed with the SEC on May 7, 2015, the quarter ended June 30, 2015 filed with the SEC on August 6, 2015 and the quarter ended September 30, 2015 filed with the SEC on November 9, 2015;
•: CF Holdings' definitive proxy statement for its 2015 annual meeting of shareholders filed with the SEC on April 2, 2015; and
•: CF Holdings' Current Reports on Form 8-K (only to the extent "filed" and not "furnished") filed with the SEC on February 10, 2015, March 16, 2015, March 20, 2015, May 15, 2015, June 25, 2015, July 1, 2015, August 6, 2015, August 12, 2015 (two filings), August 17, 2015, September 8, 2015, September 23, 2015, September 25, 2015, September 30, 2015, October 16, 2015, November 3, 2015, November 23, 2015, December 16, 2015, December 21, 2015 (four filings), and December 23, 2015.

In addition, any future filings CF Holdings makes with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this document and prior to the date of the CF Holdings special meeting are incorporated by reference into this document. Such documents are considered to be a part of this document, effective as of the date such documents are filed. However, some documents or information, such as that called for by Item 2.02 and Item 7.01 of Form 8-K, or the exhibits related thereto under Item 9.01 of Form 8-K, are deemed furnished and not filed in accordance with SEC rules. None of those documents or information is incorporated by reference into this document. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

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You can obtain any of the documents listed above from the SEC, through the SEC's website at the address described above or from CF Holdings by requesting them in writing or by telephone at the following address:

CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, Illinois 60015
Attention: Secretary
Telephone: (847) 405-2400

These documents are available from CF Holdings without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this document is a part. If you are a shareholder of CF Holdings or OCI and would like to request documents, please do so by to receive them before the CF Holdings special meeting or the OCI extraordinary general meeting. If you request any documents from CF Holdings, CF Holdings will mail them to you by first class mail, or another equally prompt means, within one business day after CF Holdings receives your request. All information contained in this document or incorporated herein by reference with respect to CF Holdings was supplied by CF Holdings, and all information contained in this document with respect to OCI, the ENA business and the purchased companies and their subsidiaries was supplied by OCI.

This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any circumstances in which such offer or solicitation is unlawful. The distribution or possession of this document in or from certain jurisdictions may be restricted by law. You should, if applicable, observe any such restrictions. New CF, CF Holdings and OCI do not assume any responsibility in this regard.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of this document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this document. Any statement concerning the contents of any contract or other document filed as an exhibit to the registration statement is not necessarily complete. With respect to each contract or other document filed as an exhibit to the registration statement, you are referred to that exhibit for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO BUY OR SELL, OR A SOLICITATION OF AN OFFER TO BUY OR SELL, ANY SECURITIES, OR A SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE INTO THIS DOCUMENT TO VOTE YOUR SHARES OF CF HOLDINGS COMMON STOCK AT THE CF HOLDINGS SPECIAL MEETING OR YOUR OCI ORDINARY SHARES AT THE OCI EXTRAORDINARY GENERAL MEETING. NO ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT.

THIS DOCUMENT IS DATED AS OF THE DATE ON THE COVER HEREOF. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE AND THE DISTRIBUTION OF THIS DOCUMENT TO SHAREHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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INDEX TO COMBINED CARVE-OUT FINANCIAL STATEMENTS AND UNAUDITED CONDENSED COMBINED INTERIM CARVE-OUT FINANCIAL STATEMENTS OF THE
ENA BUSINESS OF OCI N.V.

		Page

Combined Carve-out Financial Statements of the ENA business of OCI N.V.:
Independent Auditors' Report		FS-2
Combined Carve-out Statements of Financial Position as of December 31, 2014, 2013 and January 1, 2013		FS-3
Combined Carve-out Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31, 2014 and 2013		FS-4
Combined Carve-out Statements of Changes in Net Investment for the Years Ended December 31, 2014 and 2013		FS-5
Combined Carve-out Statements of Cash Flows for the Years Ended December 31, 2014 and 2013		FS-6
Notes to Combined Carve-out Financial Statements		FS-7
Unaudited Condensed Combined Interim Carve-out Financial Statements of the ENA business of OCI N.V.:
Unaudited Condensed Combined Interim Carve-out Statements of Financial Position as of June 30, 2015 and December 31, 2014		FS-66
Unaudited Condensed Combined Interim Carve-out Statements of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30, 2015 and 2014		FS-67
Unaudited Condensed Combined Interim Carve-out Statements of Changes in Net Investment for the Six Months Ended June 30, 2015 and 2014		FS-68
Unaudited Condensed Combined Interim Carve-out Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014		FS-69
Notes to the Unaudited Condensed Combined Interim Carve-out Financial Statements		FS-70

FS-1

Independent Auditors' Report

The Board of Directors and Stockholders
OCI N.V.:

We have audited the accompanying combined carve-out financial statements of the ENA business of OCI N.V., which comprise the combined carve-out statements of financial position as of December 31, 2014 and 2013 and January 1, 2013, and the related combined carve-out statements of profit or loss and other comprehensive income, changes in net investment, and cash flows for the years ended December 31, 2014 and 2013, and the related notes to the combined carve-out financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined carve-out financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined carve-out financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these combined carve-out financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined carve-out financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined carve-out financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the combined carve-out financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the ENA business's preparation and fair presentation of the combined carve-out financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ENA business's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined carve-out financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the combined carve-out financial statements referred to above present fairly, in all material respects, the financial position of the ENA business of OCI N.V. as of December 31, 2014 and 2013 and January 1, 2013, and the results of its operations and its cash flows for each of the years ended December 31, 2014 and 2013, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Accountants N.V.

Amstelveen, Netherlands
November 5, 2015

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Table of Contents

The ENA Business of OCI N.V.

Combined Carve-out Statements of Financial Position

		As of

($ millions)	Note	December 31, 2014		December 31, 2013		January 1, 2013
Assets
Non-current assets
Property, plant and equipment	(6)		2,394.1		1,374.0		646.5
Goodwill and other intangible assets	(7)		70.0		97.3		116.5
Trade and other receivables	(8)		2.1		8.4		2.7
Equity-accounted investees	(9)		40.2		48.0		43.9
Deferred tax assets	(10)		1.2		0.1		—

Total non-current assets			2,507.6		1,527.8		809.6
Current assets
Inventories	(11)		89.8		81.1		75.9
Other investments	(13)		—		—		1,194.1
Trade and other receivables	(8)		244.2		272.9		240.8
Related party receivables	(26)		45.8		118.7		136.4
Loans to related parties	(26)		519.5		910.0		587.6
Current income tax receivables	(12)		11.5		1.6		0.6
Cash and cash equivalents	(13)		595.0		1,464.7		100.0

Total current assets			1,505.8		2,849.0		2,335.4

Total assets			4,013.4		4,376.8		3,145.0



Net investment
Owner's net investment	(14)		1,101.4		1,342.2		401.4
Non-controlling interest	(15)		39.4		32.8		—

Total net investment			1,140.8		1,375.0		401.4
Liabilities
Non-current liabilities
Loans and borrowings	(16)		1,940.4		2,064.9		551.2
Trade and other payables	(17)		22.5		16.1		6.7
Deferred tax liabilities	(10)		95.5		100.3		70.7

Total non-current liabilities			2,058.4		2,181.3		628.6
Current liabilities
Loans and borrowings	(16)		67.2		69.3		1,379.7
Related party loans	(16)(26)		380.4		363.3		386.9
Trade and other payables	(17)		216.8		201.1		193.8
Related party payables	(26)		143.6		156.0		105.8
Provisions	(18)		1.5		1.1		1.1
Current income tax payables			4.7		29.7		47.7

Total current liabilities			814.2		820.5		2,115.0

Total liabilities			2,872.6		3,001.8		2,743.6

Total net investment and liabilities			4,013.4		4,376.8		3,145.0

See accompanying Notes to the Combined Carve-out Financial Statements.

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The ENA Business of OCI N.V.

Combined Carve-out Statements of Profit or Loss and Other Comprehensive Income

		For the Years Ended December 31,

($ millions)	Note	2014			2013
Revenue, net	(23)		2,266.6			2,145.0
Cost of sales	(19)		(1,825.2	)		(1,696.1	)

Gross profit			441.4			448.9
Other income	(20)		7.6			8.1
Selling, general and administrative expenses	(19)		(168.4	)		(153.5	)
Other expenses	(21)		(6.4	)		(36.3	)

Operating profit			274.2			267.2
Finance income	(22)		34.0			25.8
Finance cost	(22)		(47.4	)		(63.9	)

Net finance cost	(22)		(13.4	)		(38.1	)
Income from equity-accounted investees (net of tax)	(9)(23)		4.6			7.2

Profit before income tax			265.4			236.3
Income tax	(10)		(54.6	)		(68.4	)

Net profit			210.8			167.9
Other comprehensive income:
Items that are or may be reclassified to profit or loss
Foreign currency translation differences			(47.1	)		23.0

Other comprehensive income, net of tax			(47.1	)		23.0

Total comprehensive income			163.7			190.9



Profit attributable to:
Owner's net investment			185.8			157.3
Non-controlling interest	(15)		25.0			10.6

Net profit			210.8			167.9



Total comprehensive income attributable to:
Owner's net investment			138.7			180.3
Non-controlling interest	(15)		25.0			10.6

Total comprehensive income			163.7			190.9

See accompanying Notes to the Combined Carve-out Financial Statements.

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The ENA Business of OCI N.V.

Combined Carve-out Statements of Changes in Net Investment

($ millions)	Note

Balance as of January 1, 2013		401.4		—		401.4		—		401.4
Net profit		157.3		—		157.3		10.6		167.9
Other comprehensive income		—		23.0		23.0		—		23.0

Total comprehensive income		157.3		23.0		180.3		10.6		190.9
Contributions from investors (in kind)	(14)	101.0		—		101.0		—		101.0
Contributions from investors (in cash)	(14)	385.2		—		385.2		—		385.2
IPO Proceeds OCI Partners	(14)	268.0		—		268.0		22.2		290.2
Share-based payments	(19c)	6.3		—		6.3		—		6.3

Balance as of December 31, 2013		1,319.2		23.0		1,342.2		32.8		1,375.0
Net profit		185.8		—		185.8		25.0		210.8
Other comprehensive income		—		(47.1	)	(47.1	)	—		(47.1	)

Total comprehensive income		185.8		(47.1	)	138.7		25.0		163.7
Distributions to investors (in kind)	(14)	(344.6	)	—		(344.6	)	—		(344.6	)
Distributions to investors (in cash)	(14)	(28.1	)	—		(28.1	)	(30.9	)	(59.0	)
Contributions from investors in OCI Partners	(14)	(12.5	)	—		(12.5	)	12.5		—
Share-based payments	(19c)	5.7		—		5.7		—		5.7

Balance as of December 31, 2014		1,125.5		(24.1	)	1,101.4		39.4		1,140.8

See accompanying Notes to the Combined Carve-out Financial Statements.

FS-5

Table of Contents

The ENA Business of OCI N.V.

Combined Carve-out Statements of Cash Flows

		For the Years ended December 31,

($ millions)	Note	2014			2013
Net profit			210.8			167.9
Adjustments for:
Depreciation and amortization	(6),(7)		98.7			95.8
Share-based payments	(19c)		5.7			6.3
Interest income	(22)		(29.4	)		(25.7	)
Interest expense	(22)		47.4			61.2
Foreign exchange gains and losses	(22)		(4.1	)		2.6
Income from equity accounted investees (net of tax)	(9)		(4.6	)		(7.2	)
Gain on sale of equity accounted investees	(20)		—			1.0
Income tax	(10)		54.6			68.4
Changes in:
Inventories			(8.7	)		(5.2	)
Trade and other receivables, including related party receivables			123.5			(310.9	)
Trade and other payables, including related party payables			(37.7	)		47.1
Provisions			0.4			—
Cash flows:
Interest paid			(107.3	)		(89.2	)
Interest received			7.2			2.3
Income taxes paid			(7.0	)		(2.0	)
Income taxes paid to related parties			(64.3	)		—

Cash flow from operating activities			285.2			12.4

Investments in property, plant and equipment			(1,041.4	)		(681.2	)
Investments in intangible assets	(7)		—			(0.8	)
Proceeds from sale of equity accounted investees			—			1.5
Dividends from equity accounted investees	(9)		8.4			4.8
Proceeds from sale of other investments	(13)		—			1,194.1

Cash flow (used in) / from investing activities			(1,033.0	)		518.4

Proceeds from capital contributions	(14)		—			385.2
Proceeds from IPO proceeds OCI Partners	(14)		—			290.2
Proceeds from loans and borrowings	(16)		5.5			1,712.8
Proceeds from related party loans	(16)		145.2			85.8
Repayments of loans and borrowings	(16)		(70.4	)		(1,532.9	)
Repayments of related party loans	(16)		(133.0	)		(111.0	)
Dividends paid	(14)		(59.0	)		—

Cash flow (used in) / from financing activities			(111.7	)		830.1

Net cash flows			(859.5	)		1,360.9

Cash and cash equivalents as of January 1,	(13)		1,464.7			100.0
Effect of exchange rate fluctuations on cash			(10.2	)		3.8

Cash and cash equivalents as of December 31,	(13)		595.0			1,464.7

See accompanying Notes to the Combined Carve-out Financial Statements.

FS-6

Table of Contents

The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements

(Amounts in USD millions unless otherwise noted)

Note 1. Basis of presentation

1.1 Background and purpose of the Combined Carve-out Financial Statements

On August 6, 2015, OCI N.V. ("OCI" or the "Parent") and CF Industries Holdings, Inc. ("CF") entered into a definitive agreement to combine OCI's European, North American, and Global Distribution businesses (together referred to as the "divested business" or the "ENA business") with CF's global assets in a transaction that is expected to be completed in the first half of 2016. This transaction is subject to certain conditions, including obtaining regulatory approvals and the approval of OCI and CF shareholders. In accordance with regulations of the United States Securities and Exchange Commission ("SEC"), OCI has prepared Combined Carve-out Financial Statements for the divested business, and these will be included in a Registration Statement on Form S-4. The terms of the merger are further documented in the combination agreement as agreed between CF and OCI as of August 6, 2015 (the "Combination Agreement").

The ENA business is a producer and distributor of nitrogen fertilizers and natural gas-based chemicals, with plants in the Netherlands and United States and employs a total workforce of approximately 850 full-time equivalents ("FTEs"). The principal markets include USA, Europe and South America. The ENA business is currently and was historically managed centrally as part of the OCI N.V. Group located in Amsterdam, the Netherlands.

The accompanying Combined Carve-out Financial Statements include historical financial information as of and for the years ended December 31, 2014 and 2013. As a parent subsidiary relationship for the ENA business, did not exist on a standalone basis as of and for the years ended December 31, 2014 and 2013, the Carve-out Financial Statements of the ENA business are being presented as "Combined Carve-out Financial Statements". The Combined Carve-out Financial Statements consist of the Combined Carve-out Statements of Financial Position, Combined Carve-out Statements of Profit or Loss and Other Comprehensive Income, Combined Carve-out Statements of Changes in Net Investment, Combined Carve-out Statements of Cash Flow and Notes to the Combined Carve-out Financial Statements as of and for the years ended December 31, 2014 and 2013 (the "Combined Carve-out Financial Statements").

The purpose of these Combined Carve-out Financial Statements is to provide historical financial information of the legal entities that comprise the ENA business being contributed as part of the Combination Agreement for inclusion in the relevant filings with the SEC.

References herein to "we," "us" and "our" refer to the ENA business unless the context specifically requires otherwise.

1.2 Entities comprising the Combined Carve-out Financial Statements

Pursuant to the Combination Agreement, OCI will contribute the Dutch holding companies owning OCI Nitrogen B.V., Iowa Fertilizer Company ("IFCo"), OCI's global distribution businesses (OCI Fertilizer Trading Limited and OCI Fertilizer Trade & Supply B.V.), OCI's stake in OCI Partners LP ("OCI Partners"), which stake as of December 31, 2014 was 79.04%, and several other holding and finance companies (collectively the "ENA business"). OCI will also sell to CF a 45% interest in Natgasoline LLC ("Natgasoline").

FS-7

Table of Contents

The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 1. Basis of presentation (Continued)

The accompanying Combined Carve-out Financial Statements of the ENA business include all of the assets, liabilities and results of operations of the aforementioned entities, including Natgasoline, on a 100% legal entity basis (adjusted for non-controlling interest of OCI Partners). For a full list of ENA entities, refer to Note 29.

1.3 Presentation of the Combined Carve-out Financial Statements

The Combined Carve-out Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the carve-out basis of presentation as stated in Note 1.4. The Combined Carve-out Financial Statements have been prepared on a historical cost basis, except where otherwise stated, and are presented on a combined basis. The financial year commences on January 1 and ends on December 31 of each year. The Combined Carve-out Financial Statements have been presented in U.S. dollars (USD or $), which is the presentation currency of the ENA business. The entities comprising the ENA business have the U.S. dollar or the Euro as their functional currencies.

The Combined Carve-out Financial Statements of the ENA business present the financial position, results of operations and cash flows and have been derived from the Consolidated Financial Statements of OCI N.V. using the historical results of operations and historical basis of assets and liabilities of the entities comprising the ENA business. The ENA business was operated and held by OCI during the years presented in the accompanying Combined Carve-out Financial Statements. In the opinion of management, these financial statements reflect all adjustments necessary for fair presentation of results for the years reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. The accompanying Combined Carve-out Financial Statements include financial data at historical cost and include 100% of the operations of the entities listed above reflecting the historical ownership of these businesses by the Parent.

All significant intercompany balances and transactions between the legal entities of the ENA business have been eliminated. All transactions, balances and any unrealized income and expenses between the ENA business and OCI N.V. and any of its other non-ENA subsidiaries have been reflected as related party transactions in the accompanying Combined Carve-out Financial Statements. These related party transactions are disclosed in Note 26 of the accompanying Combined Carve-out Financial Statements.

The ENA business has applied IFRS 1, "First-Time Adoption of International Financial Reporting Standards" ("IFRS 1") in its adoption of IFRS. The transition date ("Transition Date") is January 1, 2013. The ENA business has applied IFRS standards effective for the year ended December 31, 2014 and to all years presented in these Combined Carve-out Financial Statements. The ENA business has never before prepared financial statements or financial information on a stand-alone carve-out basis of preparation as presented herein. The ENA business applied exemption D13 of IFRS 1 related to the reset of cumulative translation difference in the opening Combined Carve-out Financial Statements as of January 1, 2013 as applicable for first-time IFRS adopters. The ENA business elected not to apply the optional exceptions for first time adopters. Estimates made by the ENA business in preparing its first IFRS financial statements reflect the facts and circumstances which existed at the time such estimates were made. Accordingly, the estimates made by the ENA business to prepare these Combined Carve-out Financial Statements are consistent with those made in the historical reporting of

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Table of Contents

The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 1. Basis of presentation (Continued)

financial information of OCI N.V. taking into account post balance sheet events after December 31, 2014 until the issuance date of the Combined Carve-out Financial Statements. Since the ENA business has not previously prepared stand-alone financial statements, the Combined Carve-out Financial Statements do not include any IFRS 1 first-time adoption reconciliations. The financial information with respect to the ENA business is reflected in the individual legal entities that comprise the ENA business, which were all under the common control and management of OCI N.V. for all years presented. These Combined Carve-out Financial Statements have been prepared from the accounting records of OCI N.V. and reflect the cash flows, revenues, expenses, assets, and liabilities of these individual legal entities. All transactions and balances between the individual legal entities within the ENA business have been eliminated in combination. Because the separate legal entities that comprise the ENA business were not and are not held by a single legal entity, Owner's net investment is shown in lieu of shareholders' equity in these Combined Carve-out Financial Statements. Owner's net investment represents the cumulative net investment by OCI N.V. in the ENA business through that date. The impact of transactions between the ENA business and OCI N.V. that were not historically recognized and settled in cash are also included in Owner's net investment.

The accounting principles used by the ENA business for the preparation of the accompanying Combined Carve-out Financial Statements do not differ from those used in the preparation of the financial information for OCI N.V.'s Consolidated Financial Statements in accordance with IFRS as adopted by the European Union. However, the accompanying Combined Carve-out Financial Statements do not contain the one-year extension exception on the application of IFRS 10, 11 and 12 granted by the European Union, therefore the application of these standards has been applied as of January 1, 2013 in these accompanying Combined Carve-out Financial Statements whereas for OCI N.V. these standards have only been applied as of 2014. All standards and interpretations issued by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee effective for year-end 2014 have been endorsed by the EU, except that the EU did not adopt some paragraphs of IAS 39 applicable to certain hedge transactions. The ENA business has no transactions to which these paragraphs are applicable.

1.4 Significant allocations

1.4.1 Corporate overhead allocations

The accompanying Combined Carve-out Financial Statements include allocations to the ENA business of certain expenses for shared headquarter services rendered by the Parent including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, internal audit, investor relations, treasury services, employee benefits and incentives, and share-based payments. The allocations were based primarily on direct usage when identifiable or other relevant measures, such as estimates of management resource effort, which is based on the ENA Business' contribution of significant financial metrics compared to OCI N.V., during the respective years. We believe the assumptions underlying the accompanying Combined Carve-out Financial Statements, including the allocation of expenses from the Parent, are reasonable. Nevertheless, the accompanying Combined Carve-out Financial Statements may not include all of the expenses that would have been incurred and may not reflect our combined results of operations, financial position and cash flows had we been a stand-alone company during the years presented.

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Table of Contents

The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 1. Basis of presentation (Continued)

1.4.2 Allocation of share-based payments

Costs related to share-based payment awards issued by OCI N.V. have been allocated to and recorded in selling, general and administrative expenses in the accompanying Combined Carve-out Financial Statements in two ways. First, direct employees of the entities included in the ENA business are considered to be delivering service to these entities directly and their share-based payment costs are fully included in the Combined Carve-out Financial Statements. All costs of these employees have been accounted for as "Group share-based payments", which have been disclosed in Note 19c. "Share-based payment arrangements" for an amount of USD 2.7 million and USD 2.7 million for the years ended December 31, 2014 and 2013, respectively. Second, share-based payments related to certain OCI N.V. employees that spend a portion of their time on entities within the ENA business are allocated to the accompanying Combined Carve-out Financial Statements based primarily on estimates of management effort, which is based on the ENA Business contribution of significant financial metrics compared to OCI N.V., during the respective years, and included as part of corporate overhead allocations. The ENA Business has been allocated USD 3.0 million and USD 3.6 million of share-based payment expenses for the years ended December 31, 2014 and 2013, respectively.

1.4.3 Attribution of goodwill

The combined carve-out statements of financial position include all of the goodwill and the other intangible assets directly attributable to the specific legal entities that comprise the ENA business of OCI N.V.

1.4.4 Attribution of financing arrangements

The combined carve-out statements of financial position include all financing arrangements directly attributable to the specific legal entities that comprise the ENA business.

Note 2. Summary of significant accounting policies

2.1 Non-controlling interest

Non-controlling interest is presented as a separate component in net investment. Net earnings attributable to the non-controlling interest are recorded as a separate item in the Combined Carve-out Statement of Profit or Loss. Non-controlling interest is measured at its proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the interest in an entity that do not result in a loss of control are accounted for as equity transactions.

2.2 Equity-accounted investees

2.2.1 Associates

Associates are those companies in which the ENA business exercises significant influence, but does not have control over the financial and operating policies, and are presumed to exist when the ENA business holds 20% to 50% of the shareholding and related voting rights of the other entity. Associates are accounted for under the equity method. The ENA business' share of profit or loss of an associate is recognized in profit or loss from the date when significant influence begins up to the date when that

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influence ceases. Investments in associates with negative shareholder's equity are impaired and a provision for its losses is recognized only if the ENA business 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 on transactions between the ENA business and its associates are eliminated to the extent of the ENA business' 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.

2.2.2 Joint ventures

Under IFRS 11, 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 the 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 ENA business' share in the post-acquisition profit or losses and movements in comprehensive income. When the ENA business' 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 ENA business' net investment in joint ventures), the ENA business does not recognize further losses, unless it has incurred obligations or made payments on behalf of the joint venture.

2.3 Foreign currency

2.3.1 Foreign currency transactions

The Financial Statements of the ENA business entities are prepared in the currencies which are determined based on the primary economic environment in which they operate ('functional currency'). Transactions in currencies other than the functional currency are recorded 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's functional currency at the then-prevailing closing rates. Exchange differences arising on the settlement and revaluation of monetary items are included in profit or loss for the year except when deferred to other comprehensive income for equity available-for-sale assets and the effective part of qualifying cash flow hedges.

2.3.2 Foreign currency translation

Upon elimination of inter-ENA business transactions, the assets and liabilities of entities with a functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rates prevailing at the balance sheet dates. Income and expense items are translated using exchange rates prevailing at the date of the transactions. Investments in joint ventures and associates with a functional currency other than the U.S. dollar are translated into U.S. dollars using exchange rates prevailing on the balance sheet dates. Exchange rate differences arising during the ENA business combination and on the translation of investments, joint arrangements and associates are included in other

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comprehensive income, as 'currency translation adjustments'. 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 and loss on disposal or sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are considered as assets and liabilities denominated in the functional currency of the foreign entity.

2.4 Financial instruments

The ENA business classifies financial instruments into the following categories: (i) financial instruments at fair value through profit or loss, (ii) derivatives designated in a hedge relationship, (iii) loans and receivables and (iv) available-for-sale financial assets. Financial instruments are classified as 'current' unless the remaining term of the financial instrument or facility, under which the financial instruments are drawn, is 12 months or more. The ENA business derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognized financial assets that is created or retained by the ENA business is recognized as a separate asset or liability. The ENA business derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired. Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the ENA business has a legal right to offset the amounts and intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

2.4.1 Financial instruments classified at fair value through profit or loss

Financial instruments at fair value through profit or loss are measured at fair value. Any changes, including any interest or dividend income, or any directly attributable transaction costs are recognized under finance income and finance cost within the Combined Carve-out Statements of Profit or Loss and Other Comprehensive Income. A financial instrument is classified at fair value through profit or loss if it is classified as held-for-trading or designated into this category. These financial instruments are initially recognized on the trade date.

2.4.2 Embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not clearly and closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of separated embedded derivatives are recognized immediately in profit or loss.

2.4.3 Other non-trading derivatives

When a derivative financial instrument is not designated as a hedge that qualifies for hedge accounting, all changes in its fair value are recognized immediately in profit or loss.

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Note 2. Summary of significant accounting policies (Continued)

2.4.4 Derivatives designated in a hedge relationship

The ENA business uses derivative financial instruments to hedge its interest rate risk and fluctuating natural gas price exposures. On initial designation of the derivative as a hedging instrument, the ENA business formally documents the relationship between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The ENA business makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk on a prospective and retrospective basis.

For cash flow hedges, the transaction should be highly probable to occur and should present an exposure to variations in cash flows that ultimately could affect reported profit or loss. Derivatives are recognized initially at fair value. Attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value and changes in fair value are accounted for as described below.

2.4.5 Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecast transaction that could ultimately affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income as 'hedging reserve', net of related tax. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. When the hedged item is a non-financial asset, the amount otherwise accumulated in other comprehensive income is included in the carrying amount of the asset. In other cases, the amounts recognized as other comprehensive income are reclassified to profit or loss when the hedged transaction affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. In these cases, the cumulative gain or loss on the hedging instrument that has been recognized in other comprehensive income from the period when the hedge was effective shall remain separately in other comprehensive income until the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, the balance in net investment is reclassified to profit or loss.

2.4.6 Loans and receivables

Loans and receivables are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, the loans and receivables are measured at amortized cost, using the effective interest method, less any impairment losses.

2.4.7 Owner's net investment

In the accompanying Combined Carve-out Statements of Financial Position contained in the Combined Carve-out Financial Statements, Owner's net investment represents the Parent's and other

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related parties' historical investment in the ENA business, accumulated net results, and the net effect of transactions with, and allocations from, the Parent and other related parties.

2.4.8 Cash and cash equivalents

Cash and cash equivalents include cash balances and call deposits with original maturities of three months or less. Restricted cash comprises cash balances where specific restrictions exist on the ENA business' ability to use this cash. Restricted cash includes cash deposited as collateral for letters of credit issued by the ENA business.

2.5 Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes cost of material, direct labor, other directly attributable costs incurred to make the asset ready for its intended use, cost of asset 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, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference 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 probable that the future economic benefits associated with the expenditure will flow to the ENA business and they extend the useful life of the asset. 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 average turn-over is at least 12 months or more, otherwise they are recognized within inventories.

2.5.1 Property, plant and equipment under construction

2.5.2 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. If it is reasonably certain that the ENA business will obtain ownership by the end of the lease term, the finance lease assets are depreciated over their useful lives. Land is not depreciated. Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

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Note 2. Summary of significant accounting policies (Continued)

2.5.3 Estimated useful life

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

Depreciation methods, useful lives and residual values are reviewed at each reporting date by the ENA business.

2.5.4 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of assets or incurred as part of the process of bringing the asset to the location and the condition for its intended use are recognized as part of the cost of those assets. All other borrowing costs are recognized as finance costs in the year in which they are incurred.

2.6 Goodwill and other intangible assets

2.6.1 Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired that were directly attributable to the legal entities comprising the ENA business. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognized in profit or loss.

After initial recognition, goodwill is measured at cost less any impairment losses. Goodwill is tested annually for impairment or more frequently if any impairment indicators exist. An impairment loss is recognized 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 and losses on the disposal of a business include the carrying amount of goodwill related to the entity sold. All other expenditures on internally generated goodwill and other intangible assets are recognized in profit or loss as incurred. Refer to Note 2.8 related to the "Impairment of assets" for further information.

2.6.2 Other intangible assets

Other intangible assets with a finite useful life (licenses, customer relationships, brand names and other rights that are acquired separately or through business combinations) are amortized on a straight-line basis in profit or loss over their estimated useful lives, taking into account any residual value, from the date that they are available for use.

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The estimated useful lives of intangible assets are as follows:

		Years

Licenses and trade names			3 - 10
Purchase rights and other			4 - 10

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if necessary.

2.7 Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories of raw materials, spare parts and supplies are based on weighted average principle or the first-in-first-out method, and includes expenditures incurred in acquiring the inventories and bringing 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 cost of completion and selling expenses.

2.8 Impairment of assets

2.8.1 Non-derivative financial assets

The ENA business assesses at each balance sheet date whether there is objective evidence that a non-derivative financial asset or a group of non-derivative financial assets is impaired. An impairment loss is recognized for the amount by which the carrying amount of a non-derivative financial asset exceeds its estimated discounted future cash flows using the original interest rate. Impaired non-derivative financial assets are tested periodically to determine whether the estimated future cash flows have increased and the impairment has to be reversed. Reversal of impairments is only permitted if, in a subsequent period after an impairment loss has been recognized, the amount of the impairment loss decreases and the decrease can be related objectively to an event after the impairment loss was recognized.

2.8.2 Derivative financial assets

Derivative financial assets are measured at fair value. When determining the fair value, credit value and debit value adjustments are taken into account.

2.8.3 Non-financial assets

Non-financial assets that have an indefinite useful life 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 are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and its value in use. For the purposes of assessing impairment, assets are grouped based on the lowest

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level for which there are separately identifiable cash flows (cash-generating units). Impairment is recognized as an expense in profit or loss. Non-financial assets, which are impaired, are tested periodically to determine whether the recoverable amount has increased and the impairment has to be (partially) reversed. Impairment losses on goodwill are not reversed. Reversal of impairments is only permitted if, in a subsequent period after an impairment loss has been recognized, the amount of the impairment loss decreases and the decrease can be related objectively to an event after the impairment loss was recognized.

2.9 Provisions

Provisions are recognized when a present legal or constructive obligation as a result of a past event 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 provision is disclosed. The non-current part of provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a component of finance cost.

A provision for onerous contracts is recognized if the ENA business expects that the unavoidable costs of meeting the obligations under a 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. Before a provision is established, the ENA business recognizes any impairment loss on the assets associated with that contract.

2.9.1 Legal

The ENA business is subject to legal and regulatory proceedings in various jurisdictions. Such proceedings may result in criminal or civil sanctions, penalties or disgorgements against the ENA business. If it is probable that an obligation exists, which will result in an outflow of resources and the amount of the outflow can be reliably estimated, a provision is recognized.

2.10 Revenue recognition

Revenues comprise the fair value of the consideration received or receivable from the sale of goods and services to third parties in the ordinary course of the ENA business' activities, excluding the taxes levied and taking into account any discounts granted. The ENA business recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the ENA business, and specific criteria have been met as described below.

Revenue on goods sold is recognized, in addition to abovementioned criteria, when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership of the goods have transferred to the customer, the associated costs and possible return of goods can be estimated reliably and there is no continuing management involvement with the goods. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized. The timing of the transfer of risks and rewards varies depending on the individual terms of the sales agreement, whereby

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usually the transfer occurs when the product is received at the customer's warehouse or the products leave the ENA business' warehouse; however, for some international shipments transfer occurs on loading the goods onto the relevant carrier at the port. Generally the customer has no right of return.

2.11 Operating leases

Leases in which a significant portion of the risks and rewards incidental to ownership are retained by the lessor are classified as operating leases. Payments made by the ENA business under operating leases (net of any incentives received from the lessor) are charged to the Combined Carve-out Statements of Profit or Loss and Other Comprehensive Income on a straight-line basis over the period of the lease.

2.12 Finance income

Finance income comprises:

•: interest income on funds invested (including available-for-sale financial assets);
•: gains on the disposal of available-for-sale financial assets;
•: fair value gains on financial assets at fair value through profit or loss; and
•: gains on hedging instruments that are recognized in profit or loss and reclassifications of amounts previously recognized in other comprehensive income.

Dividend income is recognized in profit or loss on the date that the right to 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;
•: losses on disposal of available-for-sale financial assets;
•: fair value losses on financial assets at fair value through profit or loss; and
•: impairment losses recognized on financial assets (other than trade receivables).

Interest expense is recognized as it accrues in profit or loss, using the effective interest method.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss as incurred.

2.13 Employee benefits

2.13.1 Defined contribution plan

OCI N.V. allows the ENA business entities to participate in its "pension plans," "end of service remuneration plans" and "long-term service benefits." These pension plans qualify as defined contribution plans. Obligations for contributions to defined contribution plans are expensed as the

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related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

2.13.2 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 ENA business has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

2.13.3 Long-term employee benefits

The ENA business long-term employee benefits are recognized if the ENA business has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee 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 that have maturity dates approximating to the terms of the ENA business' obligations. Re-measurements are recognized in profit or loss in the period in which they arise.

2.13.4 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 for these benefits. The ENA business recognizes termination benefits when the ENA business is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or when the ENA business 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.

2.13.5 Share-based payments

Employees (including senior executives) of the ENA business receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments of OCI N.V. (OCI share-based payment arrangements). The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in net investment, over the period that the employees render service and becomes unconditionally entitled to the awards (the vesting period). 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, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

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Note 2. Summary of significant accounting policies (Continued)

2.14 Income tax

2.14.1 General

In determining taxes in these Combined Carve-out Financial Statements, the "separate return method" is used, whereby taxes are determined as if the entities belonging to the ENA business filed separate tax returns.

2.14.2 Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends. Current income tax assets and liabilities are offset when there is a legally enforceable right to offset and when the current income tax relates to the same fiscal authority.

2.14.3 Deferred tax

Deferred income tax liabilities are recognized for all taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Combined Carve-out Financial Statements ("asset and liability method"). Deferred income 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 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.

Deferred income tax is measured at the tax rates that are expected to apply to the period when the asset will be realized or the liability will be settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets against tax liabilities and when the deferred income tax relates to the same fiscal authority.

2.15 Segment reporting

An operating segment is a component of an entity that engages in business activities for which it may earn revenues and incur expenses (including revenues and expenses relating to transactions 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 ENA business determines and presents operating segments on the basis of information that is internally provided to the CODM during the period.

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Note 2. Summary of significant accounting policies (Continued)

2.16 Combined Carve-out Statements of Cash Flows

The Combined Carve-out Statements 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 are shown separately in the combined carve-out statements of cash flows. Cash flows from investing activities consist mostly of investments and divestments in property, plant and equipment, intangible assets, and acquisitions insofar as these are paid for in cash. Cash flows relating to capitalized borrowing cost are presented as cash flows from operating activities.

Note 3. New accounting standards and policies

On a regular basis, the IASB issues new accounting standards, amendments and revisions to existing standards and interpretations. In 2014, the following new accounting standards, amendments and revisions to existing standards and interpretations were issued by the IASB, which will become or became effective for the ENA business.

3.1 Standards, amendments, revisions and interpretations effective for the ENA business in 2014

As these are the first Financial Statements of the ENA business, there are no effects of IAS 8 with respect to the adoption of any new standards. The accounting principles used by the ENA business for the preparation of its Combined Carve-out Financial Statements do not differ from those used in the preparation of the financial information for OCI N.V.'s Consolidated Financial Statements (in accordance with IFRS as adopted by the European Union), except for the difference that these Combined Carve-out Financial Statements do not contain the one-year extension exception on the application of IFRS 10, 11 and 12 granted by the European Union. Therefore, the application of these standards has been applied as of 1 January 2013 in these Combined Carve-out Financial Statements whereas for OCI N.V. these standards are applied as of 2014.

3.2 Standards, amendments, revisions and interpretations not yet effective for the ENA business:

IFRS 9 "Financial Instruments"

IFRS 14 "Regulatory Deferral Accounts"

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Note 3. New accounting standards and policies (Continued)

IFRS 15 "Revenue from Contracts with Customers"

The Standard was issued in January 2014 and is effective for annual periods beginning on or after January 1, 2018. IFRS 15 specifies how and when an IFRS reporter will recognize revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principle-based five-step model to be applied to all contracts with customers. The ENA business does not expect a significant impact from the application of this standard.

Amendments to IAS 1 "Disclosure Initiative"

Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture"

Amendments to IAS 27 "Equity Method in Separate Financial Statements"

The amendment to IAS 27 issued on August 12, 2014 will be effective for reporting periods starting on or after January 1, 2016. In some countries, local regulations require entities to apply the equity method for accounting for investments in subsidiaries in their separate financial statements. The amendment allows for the use of the equity method. The amendment will not affect the ENA business as it does not present separate financial statements.

Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization"

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Note 3. New accounting standards and policies (Continued)

generated to total revenue expected to be generated cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The ENA business is currently investigating the impact of the amendments.

Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations"

The amendment was issued on May 6, 2014 and will be effective for reporting periods starting on or after January 1, 2016. The amendment states that, where a joint operator acquires an interest in a joint operation in which the activity of the joint operation constitutes a business, it must apply all of the principles of business combination accounting as set out in IFRS 3 Business Combinations, and other standards. In addition, the joint operator must disclose the information required by IFRS 3 and other IFRSs for business combinations. The amendment will only affect the ENA business' Combined Carve-out Financial Statements if the entity would enter into a significant joint operation, which is not expected.

Note 4. Critical accounting judgment, estimates and assumptions

The preparation of the Combined Carve-out Financial Statements in compliance with IFRS requires management to make judgments, estimates and assumptions that affect amounts reported in the Combined Carve-out Financial Statements. The estimates and assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances and are used to recognize the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the changed estimates affect both current and future periods. The most critical accounting policies involving a higher degree of judgment and complexity in applying principles of valuation and for which changes in the assumptions and estimates could result in significantly different results than those recorded in the Combined Carve-out Financial Statements are the following:

Goodwill and Intangible assets

Intangible assets with finite useful lives are carried at cost less accumulated amortization and any impairment. Amortization is calculated using the 'straight-line' method based on the estimated 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, the ENA business assesses on an annual basis whether indicators exist that the intangible assets might be impaired by comparing the recoverable amounts with their carrying amounts. In determining the recoverable amounts of intangible assets, the ENA business makes estimates and assumptions about future cash flows based on the value in use. The discount rates used in order to calculate the net present value of the future cash flows in the impairment analysis is based on the Weighted Average Cost of Capital ("WACC").

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 4. Critical accounting judgment, estimates and assumptions (Continued)

The ENA business tests at least annually whether goodwill is impaired by comparing the recoverable amounts of cash-generating units with their carrying amounts. The recoverable amount is the higher of the fair value less cost to sell and the value in use. In determining the recoverable amount, the ENA business makes estimates and assumptions concerning future revenues, future costs, future working capital, future investments, 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 each balance sheet date. The ENA business assesses annually, or more frequently, whether indicators exist that suggest that an item of property, plant and equipment might be impaired by comparing the recoverable amounts with their carrying amounts. In determining the recoverable amounts of property, plant and equipment, the ENA business makes estimates and assumptions about future cash flows based on the value in use. The discount rates 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.

Financial instruments

The fair value of financial instruments traded in active markets (financial instruments in the fair value hierarchy category 1) is based on quoted market prices at the balance sheet date. The fair value of financial instruments that are not traded in an active market (financial instruments in the fair value hierarchy category 2) is determined using generally accepted valuation techniques. These valuation techniques include estimates and assumptions about forward rates, discount rates based on a single interest rate, or on a yield-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 value of 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 the 'boot-strap' method. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. The net carrying amount of trade receivables and trade payables is assumed to approximate the fair value due to their short term nature.

Impairment of financial instruments (including trade receivables)

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 4. Critical accounting judgment, estimates and assumptions (Continued)

business uses judgment in order 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 available-for-sale financial assets category, the ENA business uses the assumption that if the market value declined by more than 25% and for more than 6 months, the asset is assumed to be impaired. For debt securities, an impairment trigger exists when the counterparty fails to meet its contractual payment obligations or there is evidence that the counterparty has encountered financial difficulties. The impairment is determined based on the carrying amount and the recoverable amount. The recoverable amount is determined as the present value of estimated future cash flows using the original effective interest rate.

Inventories

In determining the net realizable value of inventories, the ENA business estimates the selling prices in the ordinary course of business, cost of completion and cost to sell. In doing so, the ENA business makes estimates and assumptions based on current market prices, historical usage of 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 new environmental legislation).

Provisions

Recognition of provisions includes significant estimates, assumptions and judgments. IFRS requires only those provisions to be recognized if there is an expected outflow of resources in the near future and if the cost of these outflows can be estimated reliably. Accordingly, management exercises considerable judgment in determining whether 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 the particular matter. Revisions to estimates may significantly impact future profit or loss. Upon resolution, the ENA business may incur charges in excess of the recorded provisions for such matters.

Income taxes

The ENA business is subject to income taxes in numerous jurisdictions. Estimates are required in determining the worldwide 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 ENA business 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 from amounts that were initially recorded, such differences will impact the current income tax and deferred tax provisions in the period in which such determination is made. The ENA business 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. This is based on estimates of taxable future income by jurisdiction in which the ENA business operates and the 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

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 4. Critical accounting judgment, estimates and assumptions (Continued)

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.

Note 5. Financial risk and capital management

Overview

The ENA business has exposure to credit, liquidity, and market risks from financial instruments. These risks arise from exposures that occur in the normal course of business and are managed on a combined company basis. This note presents information about the ENA business' exposure to each of the above risks, the business objectives, policies and processes for measuring and managing risk, and the ENA business' capital management.

Risk management framework

Senior management has an overall responsibility for the establishment and oversight of the ENA business' risk management framework. OCI N.V.'s board of directors is responsible for developing and monitoring the ENA business' risk management policies.

The ENA business' risk management policies are established to identify and analyze the risks faced by the ENA business, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the ENA business' activities. The ENA business, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

OCI N.V.'s audit committee oversees how management monitors compliance with the ENA business' risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the ENA business. OCI N.V.'s audit committee is assisted in its oversight role by OCI N.V.'s Internal Audit Department. The Internal Audit Department undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to OCI N.V.'s audit committee.

Exposure to credit risk

The Company mitigates the exposure to credit risk on outstanding cash balances by placing funds at multiple financial institutions with a sufficient credit rating. As of December 31, 2014, IFCo has a maximum concentration risk of USD 410.2 million in relation to its outstanding cash at UMB Bank (treasury bills). The ENA business' exposure to customer credit risk is monitored and mitigated by performing credit checks before selling any goods. The ENA business establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The carrying amount of financial assets represents the maximum credit exposure. In both 2014 and 2013, no allowances for bad debt have been recognized, as management's assessments did not result in any significant credit risk.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

With respect to transactions with financial institutions, the ENA business sets limits on the credit worthiness rating of the counterparty. The maximum credit risk is the carrying amount of financial instruments. For an overview, reference is made to the tables of financial instruments by category.

The major exposure to credit risk at the reporting date was as follows:

		As of December 31,

($ millions)	Note	2014		2013
Trade and other receivables	(8)		246.3		281.3
Related party receivables	(26)		45.8		118.7
Loans to related parties	(26)		519.5		910.0
Cash and cash equivalents	(13)		595.0		1,464.7

Total			1,406.6		2,774.7

The ENA business does not recognize any allowance for impairment of trade receivables based on the assessment of the outstanding receivables.

The major exposure to credit risk for trade and other receivables and issued loans (including related party) balances by geographic region was as follows:

	As of December 31,

($ millions)	2014		2013
Middle East and Africa		244.2		22.6
Asia and Oceania		16.1		13.9
Europe and United States		551.3		1,273.5

Total		811.6		1,310.0

Liquidity risk

Liquidity risk is the risk that the ENA business will encounter difficulty in meeting the obligations associated with its financial liabilities that are required to be settled by delivering cash or another financial asset. The ENA business' approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the ENA business' reputation. This is also safeguarded by using multiple financial institutions in order to mitigate any concentration of liquidity risk.

Liquidity risk has historically been monitored internally at the Parent level; however on an ongoing basis the ENA business prepares liquidity forecasts to verify whether the ENA business is able to meet its future debt obligations.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

The following are the contractual maturities of financial liabilities, including estimated interest payments and exclude the impact of netting agreements:

As of December 31, 2014 ($ millions)	Note

Financial liabilities
Cash outflows:
Loans and borrowings	(16)	2,007.6	2,580.9		77.8		78.9	1,483.0	941.2
Related party loans	(26)	380.4	380.4		380.4		—	—	—
Trade and other payables (excluding derivatives)	(17)	219.6	219.6		216.8		—	2.8	—
Related party payables	(26)	143.6	143.6		143.6		—	—	—
Derivatives	(17)	19.7	56.4		26.4		—	30.0	—
Cash inflows:
Derivatives		—	(26.4	)	(26.4	)	—	—	—

Total		2,770.9	3,354.5		818.6		78.9	1,515.8	941.2

As of December 31, 2013 ($ millions)	Note

Financial liabilities
Cash outflows:
Loans and borrowings	(16)	2,134.2	2,850.7		87.6		92.9	1,734.5	935.7
Related party loans	(26)	363.3	363.3		363.3		—	—	—
Trade and other payables (excluding derivatives)	(17)	203.3	203.3		201.1		—	2.2	—
Related party payables	(26)	156.0	156.0		156.0		—	—	—
Derivatives	(17)	13.9	69.0		39.0		—	30.0	—
Cash inflows:
Derivatives		—	(38.4	)	(38.4	)	—	—	—

Total		2,870.7	3,603.9		808.6		92.9	1,766.7	935.7

The ENA business entered into construction agreements regarding the building of new plants (reference is made to Notes 24 and 26) and operating lease commitments (reference is made to Note 25). The building of these new plants is financed by cash held by the operating company, new loans or shares issued or dividends received.

The ENA business intends to settle all related party loans prior to the transaction with CF Industries.

The interest on floating rate loans and borrowings is based on forward interest rates at period-end. This interest rate may change as the market interest rate changes. Callable loan amounts are classified as "six months or less." The future obligations will be managed by the future incoming cash from

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

operations, current available non-restricted cash and cash equivalents of USD 183.7 million and unused amounts on credit facility agreements (reference is made to Note 13).

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices will affect the ENA business' 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 boundaries, while optimizing the return.

Foreign exchange translation risk

Due to the ENA business' international presence, the ENA business is exposed to foreign exchange fluctuations as these affect the translation of the ENA business entities presented in foreign currencies to the U.S. dollar (the presentation currency). The currency concerned is mainly the Euro. Foreign exchange translation exposure is considered a part of doing business on an international level; this risk is not actively managed, nor is it hedged.

Foreign exchange transaction risk

The ENA business entities predominantly execute their activities in their respective functional currencies. Some of the ENA business entities are, however, exposed to foreign currency transaction risks in connection with the scheduled payments in currencies that are not their functional currencies. In general this relates to foreign currency denominated supplier payables due to capital expenditures and receivables. The ENA business monitors the exposure to foreign currency risk arising from operating activities. The ENA business enters into foreign exchange contracts to hedge foreign currency exposures but does not apply hedge accounting, therefore all changes in fair value adjustments are recognized in profit or loss. The ENA business is exposed to foreign exchange transaction exposure to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of the ENA business entities. The functional currencies of the ENA business entities are primarily the U.S. dollar and the Euro.

As of December 31, 2014, if the Euro had weakened/strengthened by 7.0% against the USD, with all other variables held constant, the translation of foreign currency receivables, payables and loans and borrowings would have resulted in an increase/decrease of USD 3.3 million in the net profit for the year.

The ENA business uses foreign exchange contracts to manage its foreign exchange transaction exposure.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

The summary of quantitative data about the ENA business' exposure to foreign exchange transaction exposure based on its risk management policy for the main currencies was as follows:

As of December 31, 2014 ($ millions)

Trade and other receivables	29.2	8.5
Trade and other payables	1.3	32.1
Loans and borrowings	—	—

As of December 31, 2013 ($ millions)

Trade and other receivables	72.4	—
Trade and other payables	5.6	26.8
Loans and borrowings	—	0.1

The following USD exchange rates applied as of and during the years ended December 31:

	Average				Closing

	2014		2013		2014		2013
Euro		1.3282		1.3284		1.2155		1.3761

The following tables demonstrate the sensitivity to a reasonably possible change in EUR exchange rates, with all other variables held constant. The impact on the ENA business' cost of goods sold is due to changes in the spot rates of monetary assets and liabilities, including intercompany positions. The ENA business' exposure to foreign currency changes for all other currencies is not material.

As of December 31, 2014 ($ millions)		Change in FX rate			Effect on profit before tax			Effect on Other comprehensive income

EUR - USD / USD - EUR			7.0	%		3.3			—

As of December 31, 2013 ($ millions)		Change in FX rate			Effect on profit before tax			Effect on Other comprehensive income

EUR - USD / USD - EUR			7.0	%		4.9			—

The figures in the above overview are determined based on the volatility of last year for the respective currencies. The effects are displayed in absolute amounts.

Interest rate risk

The ENA business' interest rate risk arises from the exposure to variability in future cash flows of floating rate financial instruments. The ENA business reviews its exposure in light of the global interest rate environment after consulting with a consortium of global banks. The ENA business has not entered into any interest derivatives to mitigate the risk of fluctuating future interest cash flows.

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

The ENA business analyses its interest rate exposure on a dynamic basis. The ENA business calculates the impact on profit or loss of a defined interest rate shift. The same interest rate shift is used for all currencies. 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, the ENA business' profit before tax is affected through the impact on floating rate borrowings, as follows:

($ millions)

Effect on profit before tax for the year	+10 bps	(0.4	)	—
	–10 bps	0.3		(0.2	)

Commodity price risk

The ENA business is exposed to natural gas price commodity risk as natural gas is one of the primary raw materials used in the fertilizer and chemicals production process. The ENA business enters into gas swaptions (option to swap) in order to hedge future gas price levels over a certain period of time (refer to Note 17). This commodity hedging policy is only applied in those regions (mainly the US) in which natural gas commodity hedging is possible. As of December 31, 2014, the ENA business did not apply hedge accounting.

Management monitors the gas and selling prices on a daily basis using external market data provided by several data vendors. These data vendors provide historical and forecast market data. The market data is used by management to analyze the potential profit margin per product in order to make operational decisions.

Although the IFCo plant is still under construction, IFCo has entered into a swaption to mitigate the potential impact of the increase in natural gas prices for a portion of the expected usage. The ENA business does not apply hedge accounting therefore all fair value changes related to this financial instrument are recognized in profit or loss. The derivative entitles IFCo to an option to buy a quantity of 95,887,500 MMBtu representing 50% of expected consumption against a strike price of USD 6.0/MMBtu for years 2015-2018 and USD 6.5/MMBtu for years 2019-2022. As of December 31, 2014 and 2013, the fair value of the derivative amounted to USD 4.8 million and USD 9.5 million, respectively.

If the gas price would have decreased or increased by USD 1 per MMBtu, the impact on cost of sales would be USD 58.8 million and USD 61.2 million as of December 31, 2014 and 2013, respectively.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

Categories of financial instruments

As of December 31, 2014 ($ millions)	Note

Assets
Trade and other receivables	(8)	246.3	—
Related party receivables	(26)	45.8	—
Loans to related parties	(26)	519.5	—
Cash and cash equivalents	(13)	595.0	—

Total		1,406.6	—



Liabilities
Loans and borrowings	(16)	2,007.6	—
Related party loans	(26)	380.4	—
Trade and other payables	(17)	244.1	(4.8	)
Related party payables	(26)	143.6	—

Total		2,775.7	(4.8	)

As of December 31, 2013 ($ millions)	Note

Assets
Trade and other receivables	(8)	281.3	—
Related party receivables	(26)	118.7	—
Loans to related parties	(26)	910.0	—
Cash and cash equivalents	(13)	1,464.7	—

Total		2,774.7	—



Liabilities
Loans and borrowings	(16)	2,134.2	—
Related party loans	(26)	363.3	—
Trade and other payables	(17)	226.1	(8.9	)
Related party payables	(26)	156.0	—

Total		2,879.6	(8.9	)

The ENA business makes limited use of financial instruments carried at fair value. For those carried at fair value, the fair value is calculated within hierarchy category level 2. During the years ended December 31, 2014 and 2013, there were no transfers between the fair value hierarchy categories. The fair value of loans and receivables are disclosed in Note 8 and the fair value of loans and other payables are disclosed in Notes 16 and 17.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

Capital management

OCI N.V.'s board of director's policy is to maintain a strong capital base (net investment) so as to maintain investor, creditor and market confidence and to sustain future development of the business. Net investment consists of the combined ordinary shares, combined retained earnings and non-controlling interest of the ENA business. OCI N.V.'s board of directors monitors the return on net investment as well as the level of distributions to the owners' investment. The ENA business is required by external financial institutions to maintain certain capital requirements compared to its debt. Reference is made to Note 16 for a description of financial covenants. The ENA business' net debt to net investment ratio at the reporting date was as follows:

		As of December 31,

($ millions)	Note	2014			2013
Loans and borrowings	(16)		2,007.6			2,134.2
Less: cash and cash equivalents	(13)		(595.0	)		(1,464.7	)

Net debt			1,412.6			669.5
Total net investment			1,140.8			1,375.0

Net debt to net investment ratio			1.24			0.49

Related party loans have been excluded from the above overview as the related party loans are not used to finance the operations of the ENA business.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 6. Property, plant and equipment

($ millions)

Cost	25.8		678.0		40.7		75.8		820.3
Accumulated depreciation	(4.6	)	(165.0	)	(4.2	)	—		(173.8	)

As of January 1, 2013	21.2		513.0		36.5		75.8		646.5
Movements in the carrying amount:
Additions	33.8		81.7		1.0		670.7		787.2
Depreciation	(1.6	)	(61.8	)	(10.1	)	—		(73.5	)
Transfers	0.9		—		1.0		(1.9	)	—
Effect of movement in exchange rate	0.4		10.1		1.1		2.2		13.8

As of December 31, 2013	54.7		543.0		29.5		746.8		1,374.0
Cost	61.2		773.5		43.3		746.8		1,624.8
Accumulated depreciation	(6.5	)	(230.5	)	(13.8	)	—		(250.8	)

As of December 31, 2013	54.7		543.0		29.5		746.8		1,374.0



Movements in the carrying amount:
Additions	1.0		80.1		1.3		1,056.6		1,139.0
Depreciation	(1.9	)	(69.9	)	(5.2	)	—		(77.0	)
Transfers	—		2.3		2.1		(4.4	)	—
Effects of movements in exchange rates	(1.8	)	(29.9	)	(2.9	)	(7.3	)	(41.9	)

As of December 31, 2014	52.0		525.6		24.8		1,791.7		2,394.1
Cost	58.6		785.8		39.7		1,791.7		2,675.8
Accumulated depreciation	(6.6	)	(260.2	)	(14.9	)	—		(281.7	)

As of December 31, 2014	52.0		525.6		24.8		1,791.7		2,394.1

As of December 31, 2014 and 2013, the ENA business had land with a carrying amount of USD 40.0 million and USD 39.9 million, respectively.

Assets under construction in 2014 and 2013 are mainly related to the construction of IFCo and Natgasoline in Iowa and Texas, respectively.

The capitalized borrowing costs during the year ended December 31, 2014 amounted to USD 72.1 million and relates to IFCo for USD 64.2 million, OCI Partners USD 6.4 million and Natgasoline USD 1.5 million. The capitalized borrowing costs during the year ended December 31, 2013 amounted to USD 41.2 million and relates to IFCo for USD 40.2 million and OCI Partners USD 1.0 million. The capitalized borrowing costs during the years ended December 31, 2014 and 2013 were substantially paid.

The amount of USD 41.9 million loss under effect of movement in exchange rates in 2014 mainly relates to OCI Nitrogen B.V., which has a different functional currency (Euro), than the ENA business' presentation currency. The Euro decreased against the U.S. dollar by approximately 11.7% during 2014.

For capital commitments, refer to Note 24.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 7. Goodwill and other intangible assets

($ millions)

Cost	47.6		87.1		32.2		166.9
Accumulated amortization and impairment	—		(46.8	)	(3.6	)	(50.4	)

As of January 1, 2013	47.6		40.3		28.6		116.5
Movements in the carrying amount:
Additions	—		—		0.8		0.8
Amortization	—		(15.1	)	(7.2	)	(22.3	)
Effect of movement in exchange rate	1.1		1.1		0.1		2.3

As of December 31, 2013	48.7		26.3		22.3		97.3
Cost	48.7		90.8		33.0		172.5
Accumulated amortization and impairment	—		(64.5	)	(10.7	)	(75.2	)

As of December 31, 2013	48.7		26.3		22.3		97.3



Movements in the carrying amount:
Disposals	—		—		(0.8	)	(0.8	)
Amortization	—		(14.5	)	(7.2	)	(21.7	)
Effect of movement in exchange rates	(3.0	)	(1.8	)	—		(4.8	)

As of December 31, 2014	45.7		10.0		14.3		70.0
Cost	45.7		80.2		32.2		158.1
Accumulated amortization and impairment	—		(70.2	)	(17.9	)	(88.1	)

As of December 31, 2014	45.7		10.0		14.3		70.0

Goodwill

The Combined Carve-out Statements of Financial Position include all of the goodwill and the other intangible assets directly attributable to the specific legal entities that comprise the ENA business of OCI N.V.

Within these specific legal entities which represent cash generating units ("CGU"), as of December 31, 2014 goodwill amounting to USD 45.7 million related to (1) acquisition of OCI Beaumont, subsequently renamed OCI Partners, for USD 23.0 million in 2012 and (2) the acquisition of OCI Europoort by OCI Nitrogen B.V. in 2012 for USD 22.7 million.

Goodwill has been allocated to the cash generating units as follows:

($ millions)

OCI Partners	23.0	23.0
OCI Nitrogen	22.7	25.7

As of December 31,	45.7	48.7

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 7. Goodwill and other intangible assets (Continued)

OCI allocated the goodwill from the OCI Partners acquisition to the CGU OCI Partners and allocated the OCI Europoort acquisition to the CGU OCI Nitrogen.

The impairment test was carried out by discounting future cash flows to be generated from the continuing use of cash generating units to which the goodwill applies and on the assumption of an indefinite life. Key assumptions used in the calculation of the recoverable amounts are the discount rate, the terminal value growth rate, selling price outlook per product and the number of expected operating days. Selling prices assumptions are based on a published independent price outlook prepared by global fertilizer experts. The other assumptions are based on past experience and external sources but are unpredictable and inherently uncertain.

The impairment test is based on specific estimates for the future cash flow projections for the years 2014-2019 which are approved by the board of directors of OCI N.V. For the subsequent years the residual value was calculated on the basis of the results in the last year of relevant forecasts and whereby a perpetual growth rate of 2.0% was taken into account. The estimated pre-tax cash flows are discounted to their present value using a pre-tax weighted average cost of capital for OCI Nitrogen of 11.6% in 2014 and 12.0% in 2013 and for OCI Partners of 14.3% in 2014 and 14.8% in 2013.

In determining the pretax discount rate, first the post-tax average cost of capital was calculated for OCI Nitrogen and OCI Partners. The post-tax rate is based on a debt leveraging compared to the market value of equity of 10%.

The result of the impairment test was that the recoverable amounts exceeded the carrying values for OCI Nitrogen by USD 881.0 million as of December 31, 2014 and USD 693.0 million as of December 31, 2013 and for OCI Partners by USD 766.0 million as of December 31, 2014 and USD 498.0 million as of December 31, 2013.

Licenses and trademarks

As of December 31, 2014, the total licenses and trademarks have a carrying amount of USD 10.0 million as compared to an amount of USD 26.3 million as of December 31, 2013. The licenses and trademarks mainly relate to the customer relationships, trademarks and technology assets of OCI Nitrogen B.V. These intangible assets were identified during the acquisition of OCI Nitrogen B.V. in 2010. The useful life of the customer relationships, trademarks and technology assets are five to ten years, three years and five years, respectively.

Purchase rights and other

As of December 31, 2014 and 2013, the 'Purchase rights and other' have a carrying amount of USD 14.3 million and USD 22.3 million, respectively. The purchase rights and other mostly relates to the Ammonium Sulphate supply agreement between Fertiva GmbH and OCI Fertilizer Trading, where OCI Fertilizer Trading is entitled to all rights, benefits and obligations relating to the supply of

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 7. Goodwill and other intangible assets (Continued)

Ammonium Sulphate by LANXESS. The term of the contract is from November 1, 2012 through December 31, 2016.

Note 8. Trade and other receivables

	As of December 31,

($ millions)	2014		2013
Trade and receivables (net)		219.8		245.6
Prepayments		7.3		6.9
Derivative financial instruments		0.1		—
Loans to third-party joint venture partner		6.1		6.9
Other tax receivable		10.0		17.5
Other receivables		3.0		4.4

Total		246.3		281.3



Non-current		2.1		8.4
Current		244.2		272.9

Total		246.3		281.3

The carrying amount of 'Trade and other receivables' as of December 31, 2014 and December 31, 2013 approximates its fair value. The aging of current trade receivables were as follows:

	As of December 31,

($ millions)	2014		2013
Neither past due nor impaired		214.5		195.0
Past due 1 - 30 days		4.8		50.5
Past due 31 - 90 days		—		0.1
Past due 91 - 360 days		0.5		—

Total		219.8		245.6

The ENA business does not recognize any allowance for impairment of trade receivables based on the assessment of the outstanding receivables.

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 9. Equity-accounted investees

The following table shows the movement in the carrying amount of the ENA business' associates and joint ventures:

($ millions)

As of January 1,	48.0		43.9
Share in income	4.6		7.2
Dividends	(8.4	)	(4.8	)
Effect of movement in exchange rates	(4.0	)	1.7

As of December 31,	40.2		48.0



Associates	26.9		32.3
Joint ventures	13.3		15.7

Total	40.2		48.0

The ENA business has interests in a number of associates and joint ventures:

Name	Type	Participation via	Country

Sitech Manufacturing Services C.V.	Associate	OCI Nitrogen B.V.	The Netherlands	35
Sitech Utility Holding Beheer B.V.	Associate	OCI Nitrogen B.V.	The Netherlands	40
Sitech Utility Holding C.V.	Associate	OCI Nitrogen B.V.	The Netherlands	40
Sitech Services B.V.	Associate	OCI Nitrogen B.V.	The Netherlands	23
Nitrogen Iberian Company SL.	Joint venture	OCI Nitrogen B.V.	Spain	50
Shanxi Fenghe Melamine Company Ltd.	Joint venture	OCI Nitrogen B.V.	China	49
Fitco OCI Agro S.A.	Joint venture	OCI Fertilizer International B.V.	Uruguay	50
Fitco OCI Agronegocios do Brazil	Joint venture	OCI Fertilizer International B.V.	Brazil	50

The following table summarizes the financial information of the ENA business' associates and joint ventures (on a 100% basis):

	As of and for the years ended December 31,

($ millions)	Associates 2014			Joint ventures 2014			Total 2014			Associates 2013			Joint ventures 2013			Total 2013
Non-current assets		115.3			24.4			139.7			121.1			27.5			148.6
Current assets		141.0			64.7			205.7			180.7			79.4			260.1
Non-current liabilities		(17.4	)		—			(17.4	)		(12.5	)		(3.1	)		(15.6	)
Current liabilities		(122.0	)		(62.3	)		(184.3	)		(149.0	)		(72.1	)		(221.1	)

Net assets		116.9			26.8			143.7			140.3			31.7			172.0



Revenue		466.8			417.7			884.5			475.6			413.3			888.9
Expenses		(447.7	)		(417.2	)		(864.9	)		(457.6	)		(411.3	)		(868.9	)

Net profit		19.1			0.5			19.6			18.0			2.0			20.0

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 9. Equity-accounted investees (Continued)

The joint ventures consist mainly of OCI's investment in Fitco OCI Agro S.A. (Uruguay), OCI Nitrogen Iberia Company SL (Spain) and Shanxi Fenghe Melamine Company Ltd. (China).

The following table summarizes the financial information of the significant joint ventures (on a 100% basis):

	As of and for the Years Ended December 31,

	Fitco OCI Agro S.A.						Nitrogen Iberia Company SL						Shanxi Fenghe Melamine Co. Ltd
($ millions)	2014			2013			2014			2013			2014			2013
Non-current assets		—			—			—			—			24.4			27.5
Current assets (excluding cash and cash equivalents)		25.6			21.7			26.8			40.7			4.2			8.6
Cash and cash equivalents		0.2			—			0.6			1.3			7.3			7.1
Non-current liabilities		—			(3.1	)		—			—			—			—
Current liabilities		(21.0	)		(9.8	)		(24.6	)		(39.6	)		(16.7	)		(22.7	)

Net assets		4.8			8.8			2.8			2.4			19.2			20.5
ENA business' share of net assets		2.4			4.4			1.4			1.2			9.4			10.0
Revenues		266.9			234.9			109.4			127.0			41.3			51.4
Depreciation		—			—			—			—			—			—
Interest income		—			—			0.2			—			—			—
Interest expense		(0.1	)		(0.1	)		(0.2	)		(0.1	)		—			(1.0	)
Profit/(loss) before income taxes		0.6			4.4			0.8			2.6			(0.8	)		0.1
Income tax		(0.1	)		(0.1	)		—			(0.7	)		—			(0.1	)

Net profit		0.5			4.3			0.8			1.9			(0.8	)		—
Other comprehensive income		—			—			—			—			—			—

Total comprehensive income		0.5			4.3			0.8			1.9			(0.8	)		—

ENA business' share of total comprehensive income		0.3			2.2			0.4			1.0			(0.4	)		—
Dividends		—			—			—			—			—			—

The associates mainly include the Sitech entities, which are used to operate the Chemelot site in Geleen, the Netherlands for OCI Nitrogen B.V. The Chemelot site is used by several other companies. The associates consist mainly of OCI's investment in Sitech Services B.V. and Sitech Manufacturing Services B.V.

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 9. Equity-accounted investees (Continued)

The following table summarizes the financial information of the significant associates (on a 100% basis):

	As of and for the Years Ended December 31,

	Sitech Services B.V.						Sitech Manufacturing Services B.V.
($ millions)	2014			2013			2014			2013
Non-current assets		110.7			118.5			4.6			2.6
Current assets (excluding cash and cash equivalents)		63.7			80.8			77.1			99.5
Cash and cash equivalents		—			—			—			—
Non-current liabilities		(14.4	)		(9.9	)		(3.0	)		(2.6	)
Current liabilities		(43.2	)		(49.4	)		(78.7	)		(99.5	)

Net assets		116.8			140.0			—			—
ENA business' share of net assets		26.9			32.2			—			—
Revenues		129.5			133.2			337.0			342.1
Depreciation		—			—			—			—
Interest income		—			—			—			—
Interest expense		—			0.1			—			—
Profit/(loss) before income taxes		25.4			24.0			—			—
Income tax		(6.4	)		(6.0	)		—			—
Net profit		19.0			18.0			—			—
Other comprehensive income		—			—			—			—

Total comprehensive income		19.0			18.0			—			—

ENA business' share of total comprehensive income		4.4			4.1			—			—
Dividends		26.6			13.3			—			—

Note 10. Income taxes

Income tax in the statement of profit or loss or other comprehensive income

The income tax amounted to USD 54.6 million and USD 68.4 million for 2014 and 2013, respectively and are summarized as follows:

	For the Years Ended December 31,

($ millions)	2014			2013
Current tax		(54.9	)		(40.6	)
Deferred tax		0.3			(27.8	)

Total income tax in profit or loss		(54.6	)		(68.4	)

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 10. Income taxes (Continued)

The income tax provision included in these Combined Carve-out Financial Statements has been calculated using the separate return basis, as if the entities belonging to the ENA business filed separate tax returns.

Reconciliation of effective tax rate

The ENA business' operations are subject to income taxes in various foreign jurisdictions. The statutory income tax rates vary from 0% to 41.0%, which results in a difference between the weighted average statutory income tax rate as shown in the table below and the Netherlands' statutory income tax rate (25.0%) of 1.1% and 0.7% in 2014 and 2013, respectively.

Reconciliation of the weighted average statutory income tax rate to the effective tax rate can be summarized as follows:

	For the Years Ended December 31,

($ millions)	2014			%			2013			%
Profit / (loss) before income tax		265.4						236.3
Weighted average statutory tax rate		26.10	%					25.74	%

Tax calculated at statutory tax rate		(69.3	)		26.1	%		(60.8	)		25.7	%

Unrecognized deferred tax assets		(13.4	)		5.0	%		(17.8	)		7.5	%
Expenses non-deductible		(1.5	)		0.6	%		(3.5	)		1.5	%
Income not subject to tax		29.6			(11.2	)%		13.7			(5.8	)%

Total income tax in profit or loss		(54.6	)		20.5	%		(68.4	)		28.9	%

The effective income tax rate in 2014 was lower than the weighted average statutory tax rate primarily due to tax benefits on the financing of OCI Partners offset by minority interest tax expense related to non-controlling interest holders in OCI Partners and unrecognized tax assets on certain start-up losses.

Deferred income tax assets and liabilities

Changes in deferred tax asset and liabilities:

($ millions)

As of January 1,	(100.2	)	(70.7	)

Profit or loss	0.3		(27.8	)
Effect of movement in exchange rates	5.6		(1.7	)

As of December 31,	(94.3	)	(100.2	)

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 10. Income taxes (Continued)

Recognized deferred tax assets and liabilities:

	As of December 31,

	Assets						Liabilities						Net
($ millions)	2014			2013			2014			2013			2014			2013
Property, plant and equipment		—			—			(20.0	)		(21.0	)		(20.0	)		(21.0	)
Investment in Partnership		—			—			(64.8	)		(69.1	)		(64.8	)		(69.1	)
Inventories		—			—			(5.3	)		(6.6	)		(5.3	)		(6.6	)
Intangible assets		—			—			(2.5	)		(6.6	)		(2.5	)		(6.6	)
Provisions		—			—			(9.5	)		(11.2	)		(9.5	)		(11.2	)
Loans and borrowings		3.5			—			—			—			3.5			—
Net operating losses and other tax credits		35.4			32.2			—			—			35.4			32.2
Other		1.3			—			(1.2	)		(0.3	)		0.1			(0.3	)
Valuation allowance		(31.2	)		(17.6	)		—			—			(31.2	)		(17.6	)

Total		9.0			14.6			(103.3	)		(114.8	)		(94.3	)		(100.2	)
Netting of fiscal positions		(7.8	)		(14.5	)		7.8			14.5			—			—

Amounts recognized in the statement of financial position		1.2			0.1			(95.5	)		(100.3	)		(94.3	)		(100.2	)

Deferred tax liabilities recognized in relation to property, plant and equipment will be realized over the depreciation period of the related asset. Carry-forward losses recognized in the balance sheet are expected to be realized in 2015-2018. The net tax impact on operating losses of Natgasoline (USD 3.4 million) and IFCo (USD 27.8 million) have not been recognized (valuation allowance) because these plants are still under construction and have not realized any positive income as of December 31, 2014. The carry forward losses expire over a 20 year period.

The deferred tax liability 'investment in partnership' relates to OCI Partners LP. This partnership is a Delaware limited partnership and is a non-taxable entity. Each partner of the partnership is required to take into account its share of items of income, gain, loss and deduction of the partnership in computing its federal income tax liability.

Note 11. Inventories

	As of December 31,

($ millions)	2014		2013
Finished goods		74.3		62.1
Raw materials and consumables		4.3		6.7
Spare parts, fuels and others		11.2		12.3

Total		89.8		81.1

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 11. Inventories (Continued)

During the years ended December 31, 2014 and 2013, inventory write-downs amounted to USD 0.5 million and USD 0.4 million, respectively, related to raw materials and there were no reversals of prior write-downs. No significant amount of inventories has been written down to net realizable value. For inventory pledged as securities for financing arrangements, reference is made to Note 16.

Note 12. Current income tax receivables

The outstanding balances for current income tax receivables are primarily balances owed to OCI Nitrogen B.V. and OCI USA Inc. relating to income tax payments.

Note 13. Cash and cash equivalents

	As of December 31,

($ millions)	2014		2013
Bank balances		183.7		314.9
Restricted funds		410.2		1,142.8
Restricted cash and cash equivalents		1.1		7.0

Total		595.0		1,464.7

Restricted funds / Other investments

IFCo issued bonds in 2012 for the financing of the construction of the IFCo plant. The unused part of the proceeds of these bonds were invested in U.S. Treasury Bills during 2012 recognized in other investments amounting to USD 1,194.1 million as of January 1, 2013. In May 2013, the proceeds of the settlement of the U.S. Treasury Bills were recognized as restricted funds.

In May 2013, IFCo entered into a Bond Financing Agreement with the Iowa Finance Authority for the construction of its plant. IFCo entered into a Collateral Agency and Account Agreement with Citibank, N.A., and moved the funds and the Collateral Agency and Account Agreement to UMB Bank during the year. The cash proceeds were invested under an investment agreement with Natixis Funding Corporation and is restricted due to the requisition procedures in the agreement. As of December 31, 2014 and 2013, the invested funds had a carrying amount of USD 371.2 million and USD 1,142.8 million, respectively.

As of December 31, 2014, an amount of USD 39.0 million was held as restricted fund in order to secure the first installments on debt due on June 1, 2016.

Note 14. Owner's net investment

The transactions recognized in the Owner's net investments for the years ended December 31, 2013 and 2014 are summarized as follows:

The changes in Owner's Net investment during 2014 were:

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 14. Owner's net investment (Continued)

•: Distributions to investors: OCI Nitrogen B.V. distributed to investors (OCI Fertilizers B.V.) a dividend in kind of USD 344.6 million in order to settle a related party loan receivable, and paid an amount of USD 28.1 million in cash to OCI Fertilizers B.V. Furthermore, OCI Partners LP paid an amount of USD 30.9 to the non-controlling unit holders.
•: Contributions in OCI Partners: OCI USA Inc., a ENA Business entity, contributed USD 60.0 million in cash to OCI Partners LP, without issuing additional Partnership's common units. Following this contribution the non-controlling interest changed by USD 12.5 million.
•: Allocation of share-based compensations: An amount of USD 5.7 million of share-based payments has been allocated to the ENA Business in 2014. Further reference is made to Note 19c.

The changes in Owner's Net investment during 2013 were:

•: IPO Proceeds OCI Partners: OCI Partners LP is a Delaware Limited partnership formed on February 7, 2013 with the purpose to own and operate OCI Beaumont LLC. On September 24, 2013, OCI N.V. launched an initial public offering ('IPO') for 21.7% of OCI Partners LP in the Master Limited Partnership ('MLP') market and on October 4, 2013, the Partnership's common units began trading on the New York Stock Exchange under the symbol 'OCIP'. The net proceeds amounted to USD 290.2 million after deducting the underwriting discount, underwriter fees and shareholder costs.
•: Contributions from Investors: OCI Fertilizer Holding Limited, a non-ENA Business entity, contributed an amount of USD 101.0 million in kind to OCI Fertilizer International B.V. Furthermore, OCI Fertilizers B.V., a non-ENA Business entity contributed an amount of USD 385.2 million in cash to OCI Fertilizer International B.V.
•: Allocation of share-based compensations: An amount of USD 6.3 million of share-based payments has been allocated to the ENA Business in 2013. Further reference is made to Note 19c.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 15. Non-controlling interest

Non-controlling interest consists of other unit holders besides the ENA business, holding an interest in OCI Partners. The following table summarizes the non-controlling interest:

($ millions)

Non-controlling interest percentage	20.96	%	21.70	%
Non-current assets	114.6		78.5
Current assets	24.6		51.3
Non-current liabilities	(79.4	)	(83.7	)
Current liabilities	(20.4	)	(13.3	)

Net assets	39.4		32.8



Revenues	84.4		24.5
Profit	25.0		10.6
Other comprehensive income	—		—

Total comprehensive income	25.0		10.6



Dividend cash flows	30.9		—

Note 16. Loans and borrowings

The table on the next page discloses the details on the loans and borrowings.

($ millions) Borrowing Company	Type of loan	Interest rate	Date of maturity						Collateral / Guarantee given (if applicable)

Iowa Fertilizer Company	Secured	2019: fixed 5.00% 2022: fixed 5.50% 2025: fixed 5.25%	December 2025	1,229.0	1,170.5	1,170.5	—	—	Certain bank accounts, personal property of IFCo, all funds, including equity contributions of USD 612 million by Parent company.
OCI Nitrogen B.V.	Secured	LIBOR / EURIBOR + a variable margin based on leverage ratio ranging 2.25% - 3.5%	December 2016	450.2	450.2	392.5	57.7	—	Pledge of OCI Fertilizer International shares in OCI Nitrogen B.V., Pledge of moveable assets, trade receivables and company accounts, property mortgage.
OCI Fertilizer Trading Ltd. and OCI Fertilizer Trade & Supply B.V.	Secured	LIBOR + 2.5%	Renewed annually	5.5	5.5	—	—	5.5	OCI Fertilizer B.V. as guarantor and pledge over all commodities and bank accounts.
OCI Partners	Secured	USD LIBOR + 4% Margin, with USD LIBOR floor of 1%	August 2019	381.4	381.4	377.4	4.0	—	Secured by liens on OCI Partners' assets, as well as assets of future combined entities.

Total secured loans and borrowings				2,066.1	2,007.6	1,940.4	61.7	5.5

OCI Fertilizer International B.V.	Related Party	USD LIBOR + 1.4% Margin	December 2019	345.8	345.8	—	345.8	—
OCI Fertilizer Trade & Supply B.V.	Related Party	3.0% fixed rate	December 2015	34.6	34.6	—	34.6	—

Total related party loans				380.4	380.4	—	380.4	—

Total as of December 31, 2014				2,446.5	2,388.0	1,940.4	442.1	5.5

All related party loans are classified as current, as the loans are repayable on demand of the lender.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 16. Loans and borrowings (Continued)

($ millions) Borrowing Company	Type of loan	Interest rate	Date of maturity						Collateral / Guarantee given (if applicable)

Iowa Fertilizer Company	Secured	2019: fixed 5.00% 2022: fixed 5.50% 2025: fixed 5.25%	December 2025	1,100.7	1,170.6	1,170.6	—	—	Certain bank accounts, personal property of IFCo, all funds, including equity contributions of USD 612 million by Parent company.
OCI Nitrogen B.V.	Secured	LIBOR / EURIBOR + a variable margin based on leverage ratio ranging 2.25% - 3.5%	December 2016	575.0	575.0	509.7	65.3	—	Pledge of OCI Fertilizer International shares in OCI Nitrogen B.V., Pledge of movable assets, trade receivables and company accounts, property mortgage.
OCI Partners	Secured	USD LIBOR + 5% Margin, with USD LIBOR floor of 1%	August 2019	388.6	388.6	384.6	4.0	—	Secured by liens on OCI Partners' assets, as well as assets of future combined entities.

Total secured loans and borrowings				2,064.3	2,134.2	2,064.9	69.3	—

OCI Fertilizer Trading Limited (Dubai)	Related party	3.0% fixed rate	December 2015	86.6	86.6	—	86.6	—
OCI Fertilizer International B.V.	Related party	USD LIBOR + 1.4% Margin	December 2019	275.9	275.9	—	275.9	—
Other loans	Related party	—	—	0.8	0.8	—	0.8	—

Total related party loans				363.3	363.3	—	363.3	—

Total as of December 31, 2013				2,427.6	2,497.5	2,064.9	432.6	—

All related party loans are classified as current, as the loans are repayable on demand of the lender.

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The ENA Business of OCI N.V.

Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 16. Loans and borrowings (Continued)

Movement schedule of loans and borrowings

($ millions)

As of January 1,	2,134.2		1,930.9
Proceeds from loans	5.5		1,712.8
Repayments of loans	(70.4	)	(1,532.9	)
Amortization transaction cost	7.3		3.8
Exchange rate effects	(69.0	)	19.6

As of December 31,	2,007.6		2,134.2

Movement schedule of related party loans

($ millions)

As of January 1,	363.3		386.9
Proceeds from loans	145.2		85.8
Repayments of loans	(133.0	)	(111.0	)
Accrued interest	4.9		1.6

As of December 31,	380.4		363.3

Information about the ENA business' exposure to interest rate, foreign currency and liquidity risk is disclosed in the Financial risk and capital management paragraph in Note 5.

As of December 31, 2014 and 2013, the fair value of loans and borrowings was USD 58.5 million higher and USD 69.9 million lower than the nominal amount, respectively.

Covenants

Certain covenants apply to the aforementioned borrowings. Covenants include compliance with the following financial ratios: Debt to net investment ratio, debt-service coverage ratio, leverage ratio, interest coverage ratio, cash flow coverage threshold, and tangible net worth threshold. As of December 31, 2014 and 2013, the aforementioned covenants were satisfied or a waiver has been obtained from the lenders.

The aforementioned external borrowings include change in control clauses that enable the lenders to call the financing provided, including a change of ownership in the entities comprising the ENA business.

New and amended financing arrangements in 2014

OCI Fertilizer Trading and OCI Fertilizer Trade and Supply

On January 15, 2014, OCI Fertilizer Trading signed an uncommitted trade finance facility for USD 75.0 million. The facility carries an interest rate of LIBOR + 2.50% margin. In December 2014 the agreement was amended and the facility amount was increased to USD 115.0 million. As of December 31, 2014, the outstanding debt balance was USD 5.5 million.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 16. Loans and borrowings (Continued)

New and amended Financing Arrangements in 2013

Iowa Fertilizer Company

On May 15, 2013, Iowa Fertilizer Company entered into a Financing Agreement with Iowa Finance Authority. IFCo entered into a Collateral Agency and Account Agreement with Citibank, N.A. IFCo moved the funds and the Collateral Agency and Account Agreement during the year to UMB Bank. The cash was invested under an Investment Agreement with Natixis Funding Corporation and is restricted to the requisition procedures in the agreement. Refer to Note 13. The invested funds have a maturity date of January 4, 2016, except for the Debt Service Reserve Funds which had a maturity of July 1, 2014. Requisitions are submitted for reimbursement of eligible project and construction costs.

OCI Partners

On August 20, 2013, OCI Partners entered into a new senior secured term loan credit facility for USD 235.0 million ('Term B-2 loans'). The loan carries an interest rate of LIBOR + 5.0% and matures in 2019. On November 27, 2013, OCI Partners borrowed an incremental $165.0 million term B-2 loan (the "Incremental Term Loan") under the Term Loan B Credit Facility. OCI Partners utilized the proceeds of the Incremental Term Loan to repay related party loans. The Incremental Term Loan carries an interest rate of LIBOR + 5.0% and matures in 2019.

Note 17. Trade and other payables

	As of December 31,

($ millions)	2014		2013
Trade payables		163.6		162.7
Other payables		20.5		5.8
Accrued expenses		35.0		29.0
Deferred revenues		—		5.5
Other tax payables		0.5		0.3
Derivative financial instrument		19.7		13.9

Total		239.3		217.2



Non-current		22.5		16.1
Current		216.8		201.1

Total		239.3		217.2

Information about the ENA business' exposure to currency and liquidity risk is included in Note 5. The carrying amount of 'trade and other payables' approximated the fair value as of December 31, 2014 and 2013.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 17. Trade and other payables (Continued)

Derivative financial instruments include the following:

	As of December 31,

($ millions)	2014			2013
Gas price derivative at fair value		(4.8	)		(9.5	)
Discounted value of outstanding installments on gas price derivative		24.5			22.8

		19.7			13.3
Interest rate swap at fair value		—			0.6

Total		19.7			13.9

Gas price derivative

Although the IFCo plant is still under construction, IFCo has entered into a swaption (option to swap) to mitigate the potential impact of the increase in natural gas prices for a portion of the expected usage. The ENA business does not apply hedge accounting, therefore all fair value changes related to this financial instrument are recognized in profit or loss. The derivative entitles IFCo to an option to buy a quantity of 95,887,500 MMBtu representing 50% of expected consumption against a strike price of USD 6.0/MMBtu for years 2015-2018 and USD 6.5/MMBtu for years 2019-2022. As of December 31, 2014 and 2013, the fair value of the derivative amounted to USD 4.8 million and USD 9.5 million, respectively. The discounted value of the outstanding installments related to the gas price derivative amounting to USD 24.5 million and USD 22.8 million, respectively, have been netted with the fair value of the derivative.

Interest rate swap

As of April 27, 2012, OCI Nitrogen B.V. entered into an interest rate swap for a notional amount of EUR 150.0 million (equivalent to USD 206.4 million) with Commerzbank by means of an amortizing plain vanilla interest rate swap. The swap matured during 2014. The fair value of the interest rate swap amounted to USD 0.6 million at December 31, 2013. The entity intended to apply cash flow hedge accounting on this instrument, but the hedge was ineffective.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 18. Provisions

($ millions)

As of January 1, 2013	0.6		—		0.5		1.1

Provision made during the year	—		0.2		1.1		1.3
Provision used during the year	(0.6	)	(0.2	)	(0.5	)	(1.3	)

As of December 31, 2013	—		—		1.1		1.1



Provision made during the year	—		—		4.0		4.0
Provision used during the year	—		—		(3.4	)	(3.4	)
Effect of movement in exchange rates	—		—		(0.2	)	(0.2	)

As of December 31, 2014	—		—		1.5		1.5

The provision balances for 2014 and 2013 are current.

Note 19. Development of Cost of sales and Selling, general and administrative expenses

a. Expenses by nature

	For the Years Ended December 31,

($ millions)	2014			2013
Changes in raw materials and consumables, finished goods and work in progress		(1,600.9	)		(1,508.9	)
Employee benefit expenses (b)		(103.3	)		(84.8	)
Depreciation and amortization		(98.7	)		(95.8	)
Maintenance and repair		(96.4	)		(61.6	)
Holding recharges from OCI N.V. and OCI Fertilizer B.V.		(37.4	)		(34.3	)
Allocated share-based payments		(3.0	)		(3.6	)
Consultancy expense		(11.4	)		(6.3	)
Other		(42.5	)		(54.3	)

Total		(1,993.6	)		(1,849.6	)

The expenses by nature comprise 'cost of sales' and 'selling, general and administrative expenses.'

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 19. Development of Cost of sales and Selling, general and administrative expenses (Continued)

b. Employee benefit expenses

	For the Years Ended December 31,

($ millions)	2014			2013
Wages and salaries		(74.8	)		(61.0	)
Social securities		(5.7	)		(5.3	)
Employee profit sharing (recognized in cost of sales)		(2.7	)		(1.7	)
Employee profit sharing (recognized in general, selling and administrative expenses)		(3.8	)		(3.2	)
Pension costs		(9.0	)		(8.8	)
Share-based payment expenses		(2.7	)		(2.7	)
Other employee expenses		(4.6	)		(2.1	)

Total		(103.3	)		(84.8	)

During the years ended December 31, 2014 and 2013, the average number of staff employed in the ENA business converted into full-time equivalents amounted to approximately 850 and 680 employees, respectively.

c. Share-based payment arrangements

Certain employees of the ENA business participate in the share-based payment arrangements issued by OCI N.V. Cost of share-based payment arrangements issued by OCI N.V. towards employees of the ENA business have been recognized as 'group share-based payment arrangements' in these Combined Carve-out Financial Statements based on the requirements of IFRS 2 and are accounted for as equity-settled share-based payment arrangements. Share-based payments related to certain OCI N.V. employees that spend a portion of their time on entities within the ENA business are allocated to the accompanying Combined Carve-out Financial Statements based primarily on estimates of management effort during the respective years and included as part of corporate overhead allocations which is recognized as 'selling, general and administrative expenses'.

		For the Years Ended December 31,

($ millions)	Note	2014			2013
Allocated share-based payment	(19a)		(3.0	)		(3.6	)
Share-based payment as employee benefit expenses	(19b)		(2.7	)		(2.7	)

Share-based payment in Combined Carve-out Statements of Profit or Loss			(5.7	)		(6.3	)

The ENA business has been allocated USD 2.7 million and USD 2.7 million of share-based payment expense for the years ended December 31, 2014 and 2013, respectively, which is included in selling, general and administrative expenses in the accompanying Combined Carve-out Statements of Profit or Loss and Other Comprehensive Income.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 19. Development of Cost of sales and Selling, general and administrative expenses (Continued)

OCI N.V. currently has four incentive plans relating to employees of the ENA business, which are intended to (i) attract and retain the best available personnel for positions of substantial responsibility, (ii) provide additional incentive to management and employees, (iii) promote the success of the Parent and the ENA business, and (iv) align the economic interests of key personnel directly with those of shareholders.

Share option plans

As a result of a group restructuring that took place during 2013, OCI N.V. acquired the assets and liabilities of the Orascom Construction Industries S.A.E. Stock Incentive Plan (the first plan). Under the terms of the Orascom Construction Industries S.A.E. Stock Incentive Plan, in the event of a change in control of Orascom Construction Industries S.A.E., each outstanding option or right shall be assumed or an equivalent option, or right substituted by the successor company or a subsidiary of the successor company. OCI N.V. elected that holders of options or rights under the Orascom Construction Industries S.A.E. incentive plan exchange each of their existing options or rights for an option or right in respect of shares of OCI N.V. on the same terms and conditions as the existing options or rights. The options under the Orascom Construction Industries S.A.E. plan were generally granted at the fair market value on the date of grant, vested after four years (cliff vesting) and expired after five years. On August 28, 2013 following the commencement of OCI N.V.'s share trading in Euros, the options under the Orascom Construction Industries S.A.E. plan were replaced by the OCI N.V.'s options and accounted for as a modification of the original grant of options.

On December 21, 2013, the non-executive board members of OCI N.V. adopted an additional Employees Incentive Plan (the second plan). The second plan authorized the issuance of up to one million shares to employees and excludes the executive directors. The exercise price of the options granted to employees is equal to the fair market value of the shares on the date of grant. The options granted under this plan generally vest after three years (cliff vesting) and expire after seven years.

The following table summarizes information about the stock options outstanding as of December 31, 2014:

Grant date

June 1, 2010	154,000	29.99	0.42	154,000
March 31, 2011	70,000	26.43	1.25	—
March 31, 2011	202,400	31.48	1.25	—
November 28, 2012	246,800	25.45	2.91	—
December 31, 2013	130,500	32.74	6.00	—

Total	803,700	—	—	154,000

In the table above, options granted between 2010 and 2012 are a part of the first plan described above replaced in August 2013. Options granted in December 2013 are a part of the second plan described above.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 19. Development of Cost of sales and Selling, general and administrative expenses (Continued)

Measurement of fair values

The inputs used in the measurement of the fair values at grant date of plans were as follows:

Options granted

Fair value at grant date	EUR 9.75		USD 9.69		USD 17.69		EGP 79.43
Share price at grant date	EUR 32.74		EUR 25.45		EUR 31.48		EUR 26.43
Exercise price	EUR 32.74		EUR 25.45		EUR 31.48		EUR 26.43
Expected volatility (weighted average)	31.86	%	39.80	%	59.00	%	48.00	%
Expected life (weighted average in years)	5.0		3.5		4.1		4.3
Expected dividends	none		1.5	%	3.0	%	3.0	%
Risk-free interest rate (based on government bonds)	1.07	%	0.35	%	1.90	%	10.00	%
Performance conditions	No		No		No		Yes

Expected volatility has been based on an evaluation of the historical volatility of OCI N.V.'s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior. The fair value for the 2010 options were completely expensed as of December 31, 2014. The fair value for the 2010 and 2011 options were calculated using Monte-Carlo simulations. The fair value calculation took into account the performance condition as a market condition. The fair value of the options granted as of November 28, 2012 and December 31, 2013 were calculated using the Black-Scholes model.

The number and weighted-average exercise prices of share options under the share option plans and replacement awards were as follows:

	2014					2013

Options	Number of options			Weighted average exercise price EUR		Number of options		Weighted average exercise price EUR
Outstanding as of January 1		879,700			28.90		749,200		28.23
Forfeited during the year		—			—		—		—
Granted during the year		—			—		130,500		32.74
Exercised during the year		(76,000	)		26.71		—		—
Expired during the year		—			—		—		—

Outstanding as of December 31,		803,700			29.11		879,700		28.90

Exercisable as of December 31,		154,000			29.99		—		—

In August 2013 options under the Orascom Construction Industries S.A.E. plan were replaced by OCI N.V.'s options.

The options outstanding as of December 31, 2014 had an exercise price in the range of EUR 25.45 to EUR 32.74 and as of December 31, 2013 had an exercise price in the range of EUR 25.45 to EUR 32.74. The options outstanding had a weighted-average contractual life of 2.37 years and 3.08 years as of December 31, 2014 and 2013, respectively.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 19. Development of Cost of sales and Selling, general and administrative expenses (Continued)

Share plans

Performance share plans

In 2014, a new performance share plan was introduced for the board of directors of OCI N.V. and part of Senior Management. The share plan comprises the conditional granting of shares in OCI N.V. Each year a plan with a three-year vesting period starts in which the Parent's performance is measured on total shareholder return (TSR) against a peer group of companies. The fair value of these awards has been calculated using Monte-Carlo simulations. The number of conditional shares corresponds to a percentage (at most 150%) of the fixed reference salary divided by the price of the share on the stock market on the first day of the vesting period. The relative ranking that the Parent achieves in the peer group determines the definitive number of shares that are granted at the end of the vesting period. The remaining shares vested must be retained by the members of the board of directors of OCI N.V. for a period of two years. In 2014, in total 9,614 conditional shares have been granted to an employee of the ENA business with a fair value of EUR 75,950 (fair value at grant date EUR 7.90 per share, using a volatility of 49.0%, a risk-free rate of 0.10%).

Bonus matching plan

In 2014, a new bonus matching plan was introduced for the members of the board of directors of OCI N.V. and Senior Management. In this plan, members of the board of directors of OCI N.V. and Senior Management are entitled to buy shares from their annual bonus. The shares will be withheld for a period of three years. After the three-year period, the participants will receive a bonus share for each share of the plan. In 2014, 5,011 shares were granted to an employee of the ENA business in the bonus matching plan with a fair value of EUR 140,000 (fair value of EUR 28.02 at grant date equal to the share price at grant date).

Note 20. Other income

	For the Years Ended December 31,

($ millions)	2014		2013
Net gain on sale of equity accounted investees		—		1.0
Insurance claims		0.6		5.8
CO₂ emission rights		1.8		—
Other		5.2		1.3

Total		7.6		8.1

Insurance claims of USD 5.8 million in 2013 relate mostly to claims received by OCI Partners with respect to business interruption. CO₂ emission rights relate to redundant emissions rights held and sold by OCI Nitrogen B.V. The USD 1.0 million net gain on sale of equity accounted investees relates to the sale by OCI Nitrogen of OKM in Indonesia.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 21. Other expenses

	For the Years Ended December 31,

($ millions)	2014			2013
Loss on gas price derivatives by IFCo		(6.4	)		(34.4	)
Other		—			(1.9	)

Total		(6.4	)		(36.3	)

Other expense mainly relates to the loss on the gas price derivative held by IFCo. For further information on the gas price derivative, reference is made to Note 17.

Note 22. Net Finance Cost

($ millions)

Interest income on loans and receivables, third parties	8.9		4.6
Interest income on loans and receivables, related parties	20.5		21.1
Fair value gain on derivatives	0.5		—
Foreign exchange gain	4.1		0.1

Finance income	34.0		25.8



Interest expense on financial liabilities measured at amortized cost, third parties	(42.5	)	(52.3	)
Interest expense on financial liabilities measured at amortized cost, related parties	(4.9	)	(8.9	)
Foreign exchange loss	—		(2.7	)

Finance cost	(47.4	)	(63.9	)



Net finance cost recognized in profit or loss	(13.4	)	(38.1	)

The above finance income and finance costs include the following interest income and expense in respect of assets (liabilities) not measured at fair value through profit or loss:

	For the Years Ended December 31,

($ millions)	2014			2013
Total interest income on financial assets		29.4			25.7
Total interest expenses on financial liabilities		(47.4	)		(61.2	)

Note 23. Segment reporting

The ENA business' reportable segments are consistent with how we manage the business and view the markets we serve. Our reportable segments are: OCI Nitrogen and Trading, OCI Partners LP (USA), Iowa Fertilizer Company LLC (USA), and Natgasoline LLC (USA). The ENA business'

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 23. Segment reporting (Continued)

organizational structure is based on a number of factors that our chief operating decision maker (CODM) uses to evaluate, view, and run our business operations.

A summary description of each reportable segment is as follows:

OCI Nitrogen and Trading

OCI Nitrogen and Trading ("Nitrogen & OFT") aggregates two operating segments: (1) OCI Nitrogen B.V., which produces fertilizer and melamine, and (2) OCI Fertilizer Trading and OCI Fertilizer Trading & Supply, which trades fertilizer products. The segment is Europe's second largest integrated nitrates fertilizer producer and the world's largest melamine producer. The segment also operates a trading and distribution arm operating through offices in Dubai, U.A.E, and Geleen, the Netherlands. In addition, the business trades nitrogen-based fertilizers in Brazil through FITCO, a joint venture with Fertipar, capturing a significant share of the Brazilian ammonia sulfate (AS) market through the joint venture.

OCI Partners LP (USA)

OCI Partners LP (USA) ("OCIP") operates an integrated methanol and ammonia production facility that is strategically located on the Texas Gulf Coast near Beaumont. The facility has a maximum annual methanol and ammonia production capacity of approximately 912,500 and 331,000 metric tons, respectively making it one of the largest producing methanol facilities in the United States. OCIP sells all production domestically; primarily to industrial customers in and around the U.S. Gulf Coast through pipeline connections to adjacent customers, port access with dedicated methanol and ammonia import/export jetties, and truck loading facilities for both methanol and ammonia.

Iowa Fertilizer Company LLC (USA)

Iowa Fertilizer Company LLC (USA) ("IFCo") is currently constructing a greenfield nitrogen fertilizer complex in Wever County, Iowa. Once operational in 2016, the plant is expected to produce approximately 1.5 to 2.0 million tons of nitrogen fertilizers and diesel exhaust fluid per year. The facility was a strategic effort to expand into the U.S.

Iowa Fertilizer Company LLC (USA) will use state-of-the-art production process technologies from world leaders. Kellogg Brown & Root LLC, Maire Tecnimont Stamicarbon, and Uhde are supplying the process technologies for the plant. It is expected that the plant will have 100 thousand metric tons of ammonia storage, 120 thousand metric tons of UAN storage and 40 thousand metric tons of urea storage. Construction work on the plant broke ground on November 19, 2012. The project is funded by a combination of equity and non-recourse project finance tax-exempt municipal bond issuance.

Natgasoline LLC (USA)

Natgasoline LLC (USA) ("Natgasoline") is a newly-formed greenfield methanol production complex being developed in Beaumont, Texas. The plant is expected to have capacity up to 1.75 million metric tons per year and is expected to start commissioning in 2017. It is expected to be one of the world's largest methanol production facilities based on nameplate capacity. The project will use

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 23. Segment reporting (Continued)

state-of-the-art Lurgi MegaMethanol technology and will incorporate best available environmental control technology.

Segment policy

Segment revenue includes revenue from sales to external customers and intersegment revenues. Prices for transactions between segments are determined on an arm's length basis. Profit before tax is the primary performance measure used by our CODM to evaluate operating results and allocate capital resources among segments. Profit/(loss) before tax is also the profitability measure used to set management and executive incentive compensation goals. Corporate and other consists of share-based payment 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 can be reasonably and consistently allocated.

Selected information about reportable segments as of and for the years ended December 31, 2014 and 2013 is as follows:

Segment operating results

	Reportable segments

As of and for the year ended December 31, 2014 ($ millions)	Nitrogen & OFT			OCIP			IFCo			Natgasoline			Corporate & Other			Total
Segment revenue		1,863.8			402.8			—			—			—			2,266.6

Revenue, net		1,863.8			402.8			—			—			—			2,266.6
Income from equity-accounted investees (net of tax)		4.6			—			—			—			—			4.6
Depreciation and amortization		(74.8	)		(22.8	)		(0.2	)		—			(0.9	)		(98.7	)
Finance income		24.8			—			8.3			0.4			0.5			34.0
Finance cost		(22.1	)		(18.3	)		(3.6	)		—			(3.4	)		(47.4	)
Income tax		(50.4	)		(1.6	)		—			0.8			(3.4	)		(54.6	)
Inter-segment profits		(0.1	)		—			—			—			—			(0.1	)
Profit/(loss) before income tax		212.1			121.3			(27.2	)		(9.0	)		(31.8	)		265.4
Equity-accounted investees		40.2			—			—			—			—			40.2
Net capital expenditure PP&E		82.8			207.7			693.8			154.7			—			1,139.0
Total assets		1,103.5			659.9			1,759.2	⁽¹⁾		200.5			290.3			4,013.4

(1): IFCo's assets are legally owned by our subsidiary Iowa Fertilizer Company LLC and included in these Combined Carve-Out Financial Statements based on IFRS requirements.

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(Amounts in USD millions unless otherwise noted)

Note 23. Segment reporting (Continued)

	Reportable segments

As of and for the year ended December 31, 2013 ($ millions)	Nitrogen & OFT			OCIP			IFCo			Natgasoline			Corporate & Other			Total
Segment revenue		1,717.0			428.0			—			—			—			2,145.0

Revenue, net		1,717.0			428.0			—			—			—			2,145.0
Income from equity-accounted investees (net of tax)		7.2			—			—			—			—			7.2
Depreciation and amortization		(73.5	)		(21.9	)		—			—			(0.4	)		(95.8	)
Finance income		22.2			—			3.4			—			0.2			25.8
Finance cost		(27.7	)		(23.0	)		(2.2	)		—			(11.0	)		(63.9	)
Income tax		(28.6	)		(1.4	)		—			—			(38.4	)		(68.4	)
Inter-segment profits		(0.1	)		—			—			—			—			(0.1	)
Profit/(loss) before income tax		164.7			156.1			(39.0	)		(4.3	)		(41.2	)		236.3
Equity-accounted investees		48.0			—			—			—			—			48.0
Net capital expenditure PP&E		81.3			53.9			616.4			30.5			5.1			787.2
Net capital expenditure intangible assets		—			0.8			—			—			—			0.8
Total assets		1,604.2			593.1			1,793.3	⁽¹⁾		60.5			325.7			4,376.8

⁽¹⁾: IFCo's assets are legally owned by our subsidiary Iowa Fertilizer Company LLC and included in these Combined Carve-out Financial Statements based on IFRS requirements.

Geographical information

The geographic information below analyzes the ENA business' revenue and non-current assets. The ENA business has no single customer that represents 10% or more of revenues, and therefore, information about major customers is not provided.

	Revenue				Non-current Assets⁽¹⁾

($ millions)	2014		2013		2014		2013
Europe		1,439.4		1,241.6		432.0		454.3
North America		479.1		497.6		2,065.0		495.6
South America		176.6		247.2		—		564.8
Middle East		98.1		77.5		—		—
Africa		15.7		22.9		—		—
Asia and Oceania		57.7		58.2		10.6		13.1

Total		2,266.6		2,145.0		2,507.6		1,527.8

⁽¹⁾: The non-current assets in the above overview are presented excluding "Derivatives" and "Deferred tax assets" based on the disclosure requirements of IFRS 8.

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(Amounts in USD millions unless otherwise noted)

Note 24. Capital commitments

As of December 31, 2014 and 2013, the ENA business entered into contracts to buy property, plant and equipment for USD 1,582.9 million and USD 893.5 million, respectively, of which as of December 31, 2014 an amount of USD 152.4 million represents capital commitments pertaining to OCI Partners LP, USD 180.5 million relating to IFCo, USD 1,239.0 million related to Natgasoline and USD 11.0 million related to OCI Nitrogen B.V., mostly relating to contracts with Orascom E&C (reference is made to Note 26).

Although Natgasoline entered into a contract with Orascom Construction Limited for the construction of the Natgasoline facility (reference is made to Note 26), there are no legal capital commitments agreed to between the parties as of December 31, 2014 and 2013.

($ millions)

IFCo	180.5	—	180.5
OCI Nitrogen B.V.	—	11.0	11.0
OCI Partners LP	—	152.4	152.4
Natgasoline	1,234.2	4.8	1,239.0

Total as of December 31, 2014	1,414.7	168.2	1,582.9

($ millions)

IFCo	724.1	—	724.1
OCI Nitrogen B.V.	—	28.0	28.0
OCI Partners LP	—	141.4	141.4

Total as of December 31, 2013	724.1	169.4	893.5

Note 25. Operating lease commitments

The ENA business leases a number of office spaces, computers, machinery and cars under operating leases. The leases typically run for a period of three to ten years, with an option to renew the lease after that date. Lease payments are renegotiated every five years to reflect market rentals. Some leases provide for additional rent payments that are based on changes in local price indices.

Future minimum lease payments:

($ millions)

Less than one year	8.4	23.8
Between one and five years	20.2	6.2
More than five years	33.9	2.7

Total	62.5	32.7

Amount recognized in profit or loss:

($ millions)

Lease expenses	7.7	11.9

Total	7.7	11.9

Operating lease expense is recognized in either the 'cost of sales' or in 'selling, general and administrative expenses' depending on the nature of the underlying asset.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 26. Related party transactions

Transactions with related parties—Normal course of business

The following is a list of significant related party transactions and outstanding amounts as of December 31, 2014:

($ millions) Related party	Relationship

OCI N.V.	OCI N.V. Group Company	0.1	0.4	—	23.4	—	—		—	—
OCI Overseas Holding (Cyprus)	OCI N.V. Group Company	—	—	—	0.3	380.4	(4.9	)	267.1	0.4
OCI SAE	OCI N.V. Group Company	—	0.5	—	0.2	—	—		230.0	0.6
OCI Construction Holding Cyprus	OCL Company	—	—	—	0.8	—	—		—	—
OCI Fertilizer B.V.	OCI N.V. Group Company	0.1	3.3	—	7.8	—	—		—	—
Orascom E&C	OCL Company	—	—	844.0	69.3	—	—		—	—
EFC	OCI N.V. Group Company	—	0.1	119.2	6.0	—	—		—	0.5
Sorfert Algeria SPA	OCI N.V. Group Company	—	5.6	219.0	—	—	—		—	—
Contrack International	OCL Company	—	—	0.8	—	—	—		—	—
Weitz	OCL Company	—	12.1	—	—	—	—		—	—
Fitco OCI Agro S.A.	Joint Venture	157.7	21.1	—	—	—	—		—	—
OCI Nitrogen Finance Limited	OCI N.V. Group Company	—	—	—	3.7	—	—		—	18.2
Sitech Manuf Services C.V.	Associate	—	—	108.9	30.1	—	—		—	—
Sitech Utility Hold Beheer B.V.	Associate	—	2.4	—	—	—	—		—	—
Utility Support Group B.V.	Associate	—	—	96.0	1.5	—	—		16.9	0.4
Sitech Services B.V.	Associate	—	—	5.9	0.1	—	—		—	—
OCI Nitrogen Iberian Company	Joint Venture	65.7	—	—	0.4	—	—		—	—
Shanxi Fenghe Melamine Co. Ltd	Joint Venture	0.4	0.3	31.3	—	—	—		5.5	0.4

Total		224.0	45.8	1,425.1	143.6	380.4	(4.9	)	519.5	20.5

All related party balances as of December 31, 2014 are current in the table above.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 26. Related party transactions (Continued)

As of December 31, 2014, OCI Fertilizer International had a related party loan payable balance of USD 345.7 million and OCI Overseas had a USD 248.6 million related party loan receivable balance with the same counterparty.

The following is a list of significant related party transactions and outstanding amounts as of December 31, 2013:

($ millions) Related party	Relationship

OCI N.V.	OCI N.V. Group Company	—	17.5	—	34.6	0.1	—		—	—
OCI Overseas Holding (Cyprus)	OCI N.V. Group Company	—	0.3	—	0.1	362.5	(1.6	)	324.4	0.1
OCI SAE	OCI N.V. Group Company	0.1	2.6	—	5.2	—	—		—	—
OCI Construction Holding Cyprus	OCL Company	—	—	1.5	0.4	—	—		—	—
OCI Fertilizer B.V.	OCI N.V. Group Company	—	—	—	10.5	0.5	—		—	—
Orascom E&C	OCL Company	—	—	475.5	63.8	—	—		—	—
EFC	OCI N.V. Group Company	—	23.8	171.2	—	—	—		—	—
Sorfert Algeria SPA	OCI N.V. Group Company	—	1.2	13.5	—	—	—		—	—
Fitco OCI Agro S.A.	Joint Venture	260.1	6.7	—	—	—	—		—	—
OCI Nitrogen Finance Limited	OCI N.V. Group Company	—	30.0	—	—	—	—		564.7	19.8
Sitech Manuf Services C.V.	Associate	—	—	100.3	38.7	—	—		—	—
Utility Support Group B.V.	Associate	—	4.1	107.1	1.2	—	—		14.7	0.4
Sitech Services B.V.	Associate	—	—	6.2	0.4	—	—		—	—
OCI Nitrogen Iberian Company	Joint Venture	112.2	30.6	—	—	—	—		—	—
Shanxi Fenghe Melamine Co. Ltd	Joint Venture	—	0.7	37.6	—	—	—		6.2	—
Contrack International	OCL Company	—	—	0.3	0.9	—	—		—	—
Weitz	OCL Company	—	1.1	—	0.2	—	—		—	—
EBIC	OCI N.V. Group Company	—	0.1	—	—	—	—		—	—
OCI Construction Inter Netherlands	OCI N.V. Group Company	—	—	—	—	0.2	—		—	—
OCI Fertilizer Holding	OCI N.V. Group Company	—	—	—	—	—	(7.3	)	—	0.8

Total		372.4	118.7	913.2	156.0	363.3	(8.9	)	910.0	21.1

All related party balances as of December 31, 2013 are current in the table above.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 26. Related party transactions (Continued)

In addition to the transactions presented in the tables above, the ENA business incurs certain operating expenses for services provided by related parties. These expenses include direct and indirect expense allocations of certain costs for shared headquarter services rendered by the Parent, including but not limited to general corporate expenses related to finance, legal, information technology, human resources, internal audit, investor relations, treasury services, employee benefits and incentives, and share-based payment compensation. Direct costs represent allocated share-based compensation expense recognized in selling, general, and administrative expenses. Indirect costs represent recharges from OCI N.V. and OCI Fertilizers B.V. are disclosed in Note 19. For the years ended December 31, 2014 and 2013, the total amount of direct and indirect allocated costs recognized were as follows:

($ millions)	Note

Direct costs	(19b)	2.7	2.7
Indirect costs	(19a)	40.4	37.9

Total allocated expenses		43.1	40.6

Construction contracts

On March 7, 2015, Orascom Construction Limited was demerged from the OCI N.V. group of companies. The Sawiris family is a majority shareholder in both OCI N.V. and Orascom Construction Limited. This commercial relationship will remain on-going for the construction of the IFCo and Natgasoline projects.

Orascom E&C USA, a wholly owned subsidiary of Orascom Construction Limited is:

•: A party to an Engineering, Procurement and Construction (EPC) contract for IFCo's 1.5-2.0 million metric ton per year fertilizer and industrial chemicals greenfield plant under construction in Iowa, USA. Under the terms of the EPC contract, the contractor is required to furnish a complete nitrogen fertilizer facility that is engineered, procured and constructed on a lump-sum fixed-price basis of USD 1,216.0 million, plus limited increases, including costs related to breaches, extraordinary subsurface conditions, certain hazardous substances, change orders, changes in law, certain work outside the boundaries of the property, specified reimbursable work and off-site and on-site training ("Contract Price"). The Contract Price is divided among certain categories of work and then further divided among specified milestones. Orascom E&C has subcontracted with Tecnimont, KBR and Uhde for state-of-the-art engineering and technology procurement. The plant is expected to begin production in 2016. The project is funded by a combination of cash and a non-recourse project finance tax-exempt municipal bond issuance.
•: A party to an EPC contract for Natgasoline's 1.75 million metric ton per year methanol plant under construction in Texas, USA. Under the terms of the EPC contract, the contractor is required to furnish a complete methanol facility that is engineered, procured and constructed on a lump-sum fixed-price basis of USD 1,396.0 million plus limited increases, including costs related to breaches, extraordinary subsurface conditions, change orders, changes in law, work outside the boundaries of the property and necessary for the operation of the Facility, specified reimbursable work and off-site and on-site training and delays caused by other contractors, engineers or other person engaged to work on the plant ("Contract Price"). The Contract Price

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 26. Related party transactions (Continued)

is divided among certain categories of work and then further divided among specified milestones. Orascom E&C has subcontracted with ALPC to engineer and procure the plant incorporating state-of-the-art production process technology from Lurgi MegaMethanol® technology supplied by Air Liquide's engineering and construction division, Air Liquide Global E&C Solutions. The plant is expected to begin production in 2017. The project will be funded by a combination of cash and a non-recourse project finance tax-exempt municipal bond issuance. Natgasoline has agreed to indemnify Orascom Construction for certain matters regarding construction of the Natgasoline facility. Our parent company OCI N.V. has separately agreed to indemnify Orascom Construction for certain liabilities Orascom Construction could incur regarding the Natgasoline facility in October 2015. OCI N.V's obligation is capped at USD 150.0 million, with an additional indemnity by our parent company OCI N.V. for claims or change orders, capped at USD 50.0 million. These amounts will be allocated to the ENA business and recognized in property, plant and equipment in the second half of 2015.

•: In June 2013, OCIP entered into a procurement and construction contract with Orascom E&C USA Inc., at that time, an indirect, wholly-owned construction subsidiary of OCI, pursuant to which Orascom E&C USA Inc. will undertake the debottlenecking of OCIP's methanol and ammonia production units (the "Construction Contract"). Upon execution of the Construction Contract, the Technical Service Agreement was subsumed within the Construction Contract. Under the terms of the Construction Contract, Orascom E&C USA Inc. will be paid on a cost-reimbursable basis, plus a fixed fee that will equal 9% of the costs of the project, excluding any discounts. The contract allocates customary responsibilities to OCIP and Orascom E&C USA Inc. The agreement does not provide for the imposition of liquidated or consequential damages.
•: In addition, our parent company OCI N.V. paid USD 150.0 million to Orascom Construction in the July 2015 pursuant to an indemnity for certain liabilities under or in connection with the contracts with the ENA business. This amount will be allocated to the ENA business and recognized in property, plant and equipment in the second half of 2015.

Due to the related party nature of above transactions, the terms and conditions may not necessarily be the same as transactions negotiated between third parties. Management believes that the terms and conditions of all transactions with our related parties are generally no less favourable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Note 27. Contingencies

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 27. Contingencies (Continued)

developments, such as (a) potential additional lawsuits, (b) possible future settlements, and (c) rulings or judgments in pending lawsuits, certain cases may result in liabilities and related costs. At this point in time, the ENA business cannot estimate any additional amount of loss or range of loss in excess of the recorded amounts with sufficient certainty to allow such amount or range of amounts to be meaningful. Moreover, if and to the extent that any contingent liabilities arise, they are typically paid over a number of years and the timing of such payments cannot be predicted with confidence. As of June 30, 2015, the ENA business does not have any provisions for such cases, claims and disputes or any other contingencies.

Note 28. Subsequent events

Combination with CF Industries

OCI and CF announced on August 6, 2015, that they have entered into a definitive agreement to combine OCI's North American, European and Global Distribution businesses with CF's global assets. The transaction is subject to receipt of certain regulatory approvals and other customary closing conditions. The transaction is expected to be completed in 2016.

Payment to Orascom Construction Limited

In July 2015, the OCI NV paid an amount of USD 150.0 million to Orascom Construction Limited following the reimbursement agreement between both parties as agreed as part of the demerger of the Engineering & Construction business, in relation to a claim from a subsidiary of Orascom Construction Limited for overruns in the greenfield projects in the U.S.

Production stoppage at OCI Nitrogen B.V.

Indemnity to Orascom Construction Limited

On October 5, 2015, the OCI board of directors agreed to indemnify Orascom Construction Limited for the increased liability incurred under the amended Natgasoline EPC contract. The obligation is capped at USD 150.0 million. The indemnity covers any costs Orascom Construction Limited might incur under the original reimbursable portion of the EPC in excess of change orders originally budgeted at USD 300.0 million which was amended into a fixed price EPC contract. Separately, under the indemnity, OCI also agrees to pay Orascom Construction Limited for any claim or change order under the amended EPC Contract, capped at USD 50.0 million.

Natgasoline Funding

OCI N.V. contributed capital to Natgasoline in the third quarter of 2015 by an amount of USD 440.2 million, including settlement of existing related party loans of USD 217.0 million.

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Notes to Combined Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 29. Full list of ENA business entities as of December 31, 2014

Name	Location				Treatment

OCI Fertilizer International B.V.	The Netherlands	USD	100	%	Combined
Iowa One S.a.r.l	Luxembourg	USD	100	%	Combined
Iowa Two S.a.r.l	Luxembourg	USD	100	%	Combined
OCI Iowa Inc.	USA	USD	100	%	Combined
Iowa Fertilizer Company LLC	USA	USD	100	%	Combined
OCI Freight Services	British Virgin Islands	USD	100	%	Combined
OCI Fertilizer Trading	British Virgin Islands	USD	100	%	Combined
OCI Nitrogen B.V.	The Netherlands	EUR	100	%	Combined
OCI Trade Holding B.V.	The Netherlands	USD	100	%	Combined
OCI Fertilizer Trade and Supply B.V.	The Netherlands	USD	100	%	Combined
Iapetus B.V.	The Netherlands	USD	100	%	Combined
OCI Partners LP	USA	USD	79.04	%	Combined
OCI USA Inc.	USA	USD	100	%	Combined
Firewater LLC	USA	USD	100	%	Combined
Texam Holding LLC	USA	USD	100	%	Combined
Texam LLC	USA	USD	100	%	Combined
Natgasoline LLC	USA	USD	100	%	Combined
OCI GP LLC	USA	USD	100	%	Combined
OCI Fertilizers USA LLC	USA	USD	100	%	Combined
OCIP Holding LLC	USA	USD	100	%	Combined
Mercury Holding Limited	United Kingdom	USD	100	%	Combined
Pluto Holding Limited	United Kingdom	USD	100	%	Combined
Firewater One S.a.r.l.	Luxembourg	USD	100	%	Combined
Firewater Two	Luxembourg	USD	100	%	Combined
Mena Mining B.V.	The Netherlands	USD	100	%	Combined
Firewater B.V.	The Netherlands	USD	100	%	Combined
OCI Terminal Europoort B.V.	The Netherlands	EUR	100	%	Combined
Iowa Intermediate Fertilizer Holding LLC	USA	USD	100	%	Combined
Iowa Fertilizer Holding LLC	USA	USD	100	%	Combined
OCI Personnel B.V.	The Netherlands	EUR	100	%	Combined
OCI Agro Belgium N.V./S.A.	Belgium	EUR	100	%	Combined
OCI Agro Deutschland GmbH	Germany	EUR	100	%	Combined
OCI Agro France S.A.S.	France	EUR	100	%	Combined
OCI Melamine Spain Srl	Spain	EUR	100	%	Combined
OCI Trading Shanghai Ltd	China	RMB	100	%	Combined
Melamine UK Limited	UK	GBP	100	%	Combined
OCI China Holding B.V.	The Netherlands	EUR	100	%	Combined
OCI Melamine Americas, Inc	USA	USD	100	%	Combined
OCI Beaumont LLC	USA	USD	100	%	Combined

For a list of associates and joint ventures, reference is made to Note 9.

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Unaudited Condensed Combined Interim Carve-out Statements of Financial Position

		As of

($ millions)	Note	June 30, 2015		December 31, 2014
Assets
Non-current assets
Property, plant and equipment	(6)		2,949.8		2,394.1
Goodwill and other intangible assets	(7)		60.3		70.0
Trade and other receivables			1.7		2.1
Equity-accounted investees	(8)		37.4		40.2
Deferred tax assets			2.3		1.2

Total non-current assets			3,051.5		2,507.6
Current assets
Inventories	(9)		62.6		89.8
Trade and other receivables			207.2		244.2
Related party receivables	(18)		94.0		45.8
Loans to related parties	(18)		505.0		519.5
Current income tax receivables			29.9		11.5
Cash and cash equivalents	(10)		355.7		595.0

Total current assets			1,254.4		1,505.8

Total assets			4,305.9		4,013.4



Net investment
Owner's net investment	(11)		1,227.6		1,101.4
Non-controlling interest			47.3		39.4

Total net investment			1,274.9		1,140.8
Liabilities
Non-current liabilities
Loans and borrowings	(12)		1,901.4		1,940.4
Trade and other payables			27.5		22.5
Deferred tax liabilities			71.7		95.5

Total non-current liabilities			2,000.6		2,058.4
Current liabilities
Loans and borrowings	(12)		147.9		67.2
Related party loans	(12)(18)		532.8		380.4
Trade and other payables			230.9		216.8
Related party payables	(18)		114.3		143.6
Provisions			0.7		1.5
Current income tax payables			3.8		4.7

Total current liabilities			1,030.4		814.2

Total liabilities			3,031.0		2,872.6

Total net investment and liabilities			4,305.9		4,013.4

See accompanying Notes to the Unaudited Condensed Combined Interim Carve-out Financial Statements.

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Unaudited Condensed Combined Interim Carve-out Statements of Profit or Loss and
Other Comprehensive Income

		For the Six Months Ended June 30,

($ millions)	Note	2015			2014
Revenue, net	(15)		875.3			1,155.4
Cost of sales			(693.0	)		(953.4	)

Gross profit			182.3			202.0
Other income			2.2			10.8
Selling, general and administrative expenses			(80.8	)		(86.6	)
Other expenses			(5.0	)		—

Operating profit			98.7			126.2
Finance income	(14)		10.2			16.3
Finance cost	(14)		(11.9	)		(26.7	)

Net finance cost			(1.7	)		(10.4	)
Income from equity-accounted investees (net of tax)	(8)		1.8			4.6

Profit before income tax			98.8			120.4
Income tax	(13)		(12.3	)		(28.8	)

Net profit			86.5			91.6
Other comprehensive income:
Items that are or may be reclassified to profit or loss
Foreign currency translation differences			(26.2	)		(3.2	)

Other comprehensive income, net of tax			(26.2	)		(3.2	)

Total comprehensive income			60.3			88.4



Profit attributable to:
Owner's net investment			83.6			77.0
Non-controlling interest			2.9			14.6

Net profit			86.5			91.6



Total comprehensive income attributable to:
Owner's net investment			57.4			73.8
Non-controlling interest			2.9			14.6

Total comprehensive income			60.3			88.4

See accompanying Notes to the Unaudited Condensed Combined Interim Carve-out Financial Statements.

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Unaudited Condensed Combined Interim Carve-out Statements of Changes in Net Investment

($ millions)	Note

Balance as of December 31, 2013		1,319.2		23.0		1,342.2		32.8		1,375.0
Net profit		77.0		—		77.0		14.6		91.6
Other comprehensive income		—		(3.2	)	(3.2	)	—		(3.2	)

Total comprehensive income		77.0		(3.2	)	73.8		14.6		88.4
Distributions to investors (cash)	(11)	—		—		—		(15.9	)	(15.9	)
Share-based payments	(16)	3.1		—		3.1		—		3.1

Balance as of June 30, 2014		1,399.3		19.8		1,419.1		31.5		1,450.6



Balance as of December 31, 2014		1,125.5		(24.1	)	1,101.4		39.4		1,140.8
Net profit		83.6		—		83.6		2.9		86.5
Other comprehensive income		—		(26.2	)	(26.2	)	—		(26.2	)

Total comprehensive income		83.6		(26.2	)	57.4		2.9		60.3
Distributions to investors (cash)	(11)	—		—		—		(6.5	)	(6.5	)
Contributions from investors in OCI Partners	(11)	(11.5	)	—		(11.5	)	11.5		—
Contributions from investors (cash)	(11)	78.0		—		78.0		—		78.0
Share-based payments	(16)	2.3		—		2.3		—		2.3

Balance as of June 30, 2015		1,277.9		(50.3	)	1,227.6		47.3		1,274.9

See accompanying Notes to the Unaudited Condensed Combined Interim Carve-out Financial Statements.

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Unaudited Condensed Combined Interim Carve-out Statements of Cash Flows

		For the Six Months Ended June 30,

($ millions)	Note	2015			2014
Net profit			86.5			91.6
Adjustments for:
Depreciation and amortization	(6),(7)		49.4			45.7
Interest income	(14)		(7.0	)		(15.3	)
Interest expense	(14)		11.2			26.5
Foreign exchange gains and losses	(14)		(2.5	)		(0.8	)
Income from equity accounted investees, net of tax	(8)		(1.8	)		(4.6	)
Share-based payments	(11)		2.3			3.1
Income tax	(13)		12.3			28.8
Changes in:
Inventories	(9)		27.2			(15.0	)
Trade and other receivables, including related party receivables			(5.2	)		143.8
Trade and other payables, including related party payables			4.6			(50.0	)
Provisions			(0.8	)		3.0
Cash Flows:
Interest paid			(50.5	)		(56.3	)
Interest received			3.2			4.4
Income taxes paid			(1.2	)		(1.4	)
Income taxes paid to related parties			(55.3	)		(38.7	)

Cash flow from operating activities			72.4			164.8

Proceeds from sale of property, plant and equipment			2.3			—
Investments in property, plant and equipment			(608.8	)		(449.1	)
Dividends from equity accounted investees	(8)		2.2			8.4

Cash flow used in investing activities			(604.3	)		(440.7	)

Share premium contribution	(11)		78.0			—
Proceeds from loans and borrowings	(12)		108.3			29.1
Proceeds from related party loans	(12)		183.0			—
Repayments of loans and borrowings	(12)		(30.0	)		(36.3	)
Repayments of related party loans	(12)		(34.6	)		(135.2	)
Dividends paid	(11)		(6.5	)		(15.9	)

Cash flow from / (used in) financing activities			298.2			(158.3	)

Net cash flows			(233.7	)		(434.2	)

Cash and cash equivalents as of beginning of period	(10)		595.0			1,464.7
Effect of exchange rate fluctuations on cash			(5.6	)		(0.5	)

Cash and cash equivalents as of end of period	(10)		355.7			1,030.0

See accompanying Notes to the Unaudited Condensed Combined Interim Carve-out Financial Statements.

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements

(Amounts in USD millions unless otherwise noted)

Note 1. Basis of presentation

1.1 Background and purpose of the Unaudited Condensed Combined Interim Carve-out Financial Statements

On August 6, 2015, OCI N.V. ("OCI" or the "Parent") and CF Industries Holdings, Inc. ("CF") entered into a definitive agreement to combine OCI N.V.'s European, North American, and Global Distribution businesses (together referred to as the "divested businesses" or the "ENA business") with CF's global assets in a transaction that is expected to be completed in the first half of 2016. This transaction is subject to certain conditions, including obtaining regulatory approvals and the approval of OCI N.V. and CF shareholders. In accordance with regulations of the United States Securities and Exchange Commission ("SEC"), OCI N.V. has prepared the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements for the divested business and these will be included in a Registration Statement on Form S-4. The terms of the merger are further documented in the combination agreement as agreed between CF and OCI N.V. as of August 6, 2015 ("Combination Agreement").

The ENA business is a producer and distributor of nitrogen fertilizers and natural gas-based chemicals, with plants in the Netherlands and United States. The principal markets include the U.S., Europe and South America. The ENA business is currently and was historically managed centrally as part of the OCI N.V. Group located in Amsterdam, the Netherlands.

As a parent subsidiary relationship for the ENA business did not exist on a standalone basis for the period January 1, 2013 until June 30, 2015, the financial statements of the ENA business are being presented as "Combined Carve-out Financial Statements" and "Unaudited Condensed Combined Interim Carve-out Financial Statements," respectively.

The purpose of these Unaudited Condensed Combined Interim Carve-out Financial Statements is to provide historical financial information of the legal entities that comprise the ENA business being contributed as part of the Combination Agreement for the inclusion in the relevant filings with the SEC.

References herein to "we," "us" and "our" refer to the ENA business unless the context specifically requires otherwise.

1.2 Presentation of the Unaudited Condensed Combined Interim Carve-out Financial Statements

The Unaudited Condensed Combined Interim Carve-out Financial Statements have been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting" and the carve-out basis of presentation and allocations as stated in Notes 1.3 and 1.4. All accounting policies and estimates are consistent with those applied in the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013 under International Financial Reporting Standards (IFRS) as adopted by the International Standards Board (IASB). The Unaudited Condensed Combined Interim Carve-out Financial Statements have been prepared on a historical cost basis, except where otherwise stated, and are presented on a combined basis. The financial year commences on January 1 and ends on December 31 of each year. The Unaudited Condensed Combined Interim Carve-out Financial Statements have been presented in U.S. dollars (USD or $), which is the presentation currency of the ENA business. The entities comprising the ENA business have the U.S. dollar or the Euro as their functional currency.

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(Amounts in USD millions unless otherwise noted)

Note 1. Basis of presentation (Continued)

The Unaudited Condensed Combined Interim Carve-out Statement of Financial Position as of December 31, 2014, was derived from The ENA business' Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013. Certain financial information and disclosures included in the Combined Carve-out Financial Statements are not required for interim reporting purposes and have been condensed or omitted. Selected explanatory notes are included to explain events and transactions that are significant to understanding the changes in the ENA business' financial position and performance compared to the Combined Carve-out Financial Statements. For an adequate understanding of the Unaudited Condensed Combined Interim Carve-out Financial Statements, they should be read in conjunction with the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

1.3 Comparison of information

Comparisons in the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements refer to the six months ended June 30, 2015 and 2014, except in the accompanying Unaudited Condensed Combined Interim Carve-out Statements of Financial Position, which compares information as of June 30, 2015 and as of December 31, 2014.

There has been no change concerning the combined entities and the combination methods compared to the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013. The same accounting policies, methods of computation and presentation have been followed in the preparation of the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements as were applied in the Combined Carve-out Financial Statements. As such, the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements should be read in conjunction with the Basis of presentation as included in the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

1.4 Significant allocations

1.4.1 Corporation overhead allocations

The accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements include allocations of certain expenses for shared headquarter services rendered by the Parent including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, internal audit, investor relations, treasury services, employee benefits and incentives, and share-based compensation. The various allocation methodologies for these items are discussed in the Notes to the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013 and as such the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements should be read in conjunction with the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

Management believes the assumptions underlying the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements, including the allocation of expenses from the Parent, are reasonable. However, the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements may not include all of the expenses that would have been incurred and

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(Amounts in USD millions unless otherwise noted)

Note 1. Basis of presentation (Continued)

may not reflect our combined results of operations, financial position and cash flows had we been a stand-alone company during the periods presented.

1.4.2 Share-based payments

Costs related to share-based payment awards issued by OCI N.V. have been allocated to the ENA business in the same way as discussed in the Notes to the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013 and as such these Unaudited Condensed Combined Interim Carve-out Financial Statements should be read in conjunction with the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013. The ENA business has been allocated USD 2.3 million and USD 3.1 million of share-based payment expenses for the six months ended June 30, 2015 and 2014, respectively.

1.4.3 Attribution of Goodwill

The Unaudited Condensed Combined Interim Carve-out Statements of Financial Position include all of the goodwill and the other intangible assets directly attributable to the specific legal entities that comprise the ENA business of OCI N.V.

1.4.4 Attribution of financing arrangements

The Unaudited Condensed Combined Interim Carve-out Statements of Financial Position include all financing arrangements directly attributable to the specific legal entities that comprise the ENA business of OCI N.V.

1.5 Combination

All intercompany balances and transactions have been eliminated in preparing the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements. Unrealized gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the ENA business' interest in the associate and joint venture. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Note 2. Summary of significant accounting policies

The accounting policies applied in these Unaudited Condensed Combined Interim Carve-out Financial Statements are consistent with those in the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013. The ENA business has not early adopted any other standard, interpretation or amendment that have been issued but are not yet effective.

During the six months ended June 30, 2015 and 2014, no new standards became applicable to the ENA business that significantly impacted the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements.

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(Amounts in USD millions unless otherwise noted)

Note 3. Seasonality of operations

The fertilizer operations are inherently dependent on seasonal fluctuations in demand as governed by major crop planting and harvesting seasons. Weighted average netback prices tend to be higher during the Northern and Southern Hemispheres' planting seasons, translating into generally stronger first and fourth quarters. In addition, industrial sales of our chemical products, methanol and ammonia are more evenly distributed throughout the year, thereby contributing to stability in sales. The global sales and diversified product mix—both as fertilizers and chemical products—mitigate the impact of any one region's seasonal fluctuations.

Note 4. Critical accounting judgments, estimates and assumptions

The preparation of the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements in compliance with International Financial Reporting Standards ("IFRS") requires management to make judgments, estimates and assumptions that affect amounts reported. The estimates and assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances and are used to determine the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. 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 both current and future periods.

Compared to the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013, there were no significant changes to the critical accounting judgments, estimates and assumptions that could result in significantly different amounts than those recognized in the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements.

With respect to financial instruments, there have not been any reclassifications between categories of financial instruments. Neither have business or economic circumstances affected the fair value of the entity's financial assets nor liabilities either measured at fair value or amortized cost with the exception of natural gas swaption.

Note 5. Financial risk and capital management

The ENA business has exposure to credit, liquidity, and market risks from financial instruments. These risks arise from exposures that occur in the normal course of business and are managed on a combined company basis. The objectives and policies of financial risk and capital management are consistent with those included in the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

Credit risk

The ENA business mitigates the exposure to credit risk on outstanding cash balances by placing funds at multiple financial institutions with a sufficient credit rating. As of June 30, 2015, Iowa Fertilizer Company ("IFCo") has a concentration risk of USD 258.2 million in relation to its outstanding cash at UMB Bank (treasury bills), reference is made to Note 10. The ENA business' exposure to customer credit risk is monitored and mitigated by performing credit checks before selling

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(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

any goods. The policies and procedures to manage credit risk are consistent with those included in the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

The major exposure to credit risk for trade and other receivables and issued loans (including related party) balances by geographic region was as follows:

	As of

($ millions)	June 30, 2015		December 31, 2014
Middle East and Africa		213.1		244.2
Asia and Oceania		12.7		16.1
Europe and United States		582.1		551.3

Total		807.9		811.6

Liquidity risk

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(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

The following are the contractual maturities of financial liabilities, including estimated interest payments and exclude the impact of netting agreements:

As of June 30, 2015 ($ millions)	Note

Financial liabilities
Cash outflows:
Loans and borrowings	(12)	2,049.3	2,587.7		77.5		168.4	1,484.0	857.8
Related party loans	(18)	532.8	532.8		532.8		—	—	—
Trade and other payables (excluding derivatives)		233.5	233.5		230.9		—	2.6	—
Related party payables	(18)	114.3	114.3		114.3		—	—	—
Derivatives		24.9	39.1		9.1		7.5	22.5	—
Cash inflows:
Derivatives		—	(9.1	)	(9.1	)	—	—	—

Total		2,954.8	3,498.3		955.5		175.9	1,509.1	857.8

As of December 31, 2014 ($ millions)	Note

Financial liabilities
Cash outflows:
Loans and borrowings	(12)	2,007.6	2,580.9		77.8		78.9	1,483.0	941.2
Related party loans	(18)	380.4	380.4		380.4		—	—	—
Trade and other payables (excluding derivatives)		219.6	219.6		216.8		—	2.8	—
Related party payables	(18)	143.6	143.6		143.6		—	—	—
Derivatives		19.7	56.4		26.4		—	30.0	—
Cash inflows:
Derivatives		—	(26.4	)	(26.4	)	—	—	—

Total		2,770.9	3,354.5		818.6		78.9	1,515.8	941.2

The ENA business entered into construction agreements regarding the building of new plants (reference is made to Note 17) and operating lease commitments. The building of these new plants is financed by cash held by the operating company, new loans or shares issued or dividends received.

The interest on floating rate loans and borrowings is based on forward interest rates at period-end. This interest rates may change as the market interest rates change. The callable loan amounts are classified as "six months or less." The future obligations will be managed by the future incoming cash from operations, current available non-restricted cash and cash equivalents of USD 96.7 million as of June 30, 2015 and unused amounts on credit facility agreements (reference is made to Note 10).

The ENA business intends to settle all related party loans prior to the transaction with CF Industries.

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(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

Market risk

Foreign exchange translation risk

Due to the ENA business' international presence, the ENA business is exposed to foreign exchange fluctuations as these affect the translation of the combined entities' assets and liabilities presented in foreign currencies to the U.S. dollar (the presentation currency). The currency concerned is the Euro. Foreign exchange translation exposure is considered a part of doing business on an international level; this risk is not actively managed, nor is it hedged.

Foreign exchange transaction risk

The ENA business entities predominantly execute their activities in their respective functional currencies. Some of the ENA business entities with functional currencies other than the U.S. dollar, are, however, exposed to foreign currency transaction risks in connection with the scheduled payments in currencies that are not their functional currencies. In general, this relates to foreign currency denominated supplier payables due to capital expenditures and receivables. The ENA business monitors the exposure to foreign currency risk arising from operating activities. The ENA business uses foreign exchange contracts to manage its foreign exchange transaction exposure, but does not apply hedge accounting therefore all changes in fair value adjustments are recognized in profit or loss. The ENA business is exposed to foreign exchange transaction exposure to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the respective functional currencies of the ENA business entities. The functional currencies of the ENA business entities are primarily the U.S. dollar and the Euro.

The exposure to foreign currency transaction risk did not materially change compared to the foreign currency transaction risk disclosed in the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

The following U.S. dollar exchange rates have been applied during the periods:

	Average for the Six Months Ended June 30,				Closing as of

	Average for the Six Months Ended June 30,				June 30, 2015		December 31, 2014
	2015		2014		June 30, 2015		December 31, 2014
Euro		1.1188		1.3716		1.1119		1.2155

Interest rate risk

The ENA business' interest rate risk arises from the exposure to variability in future cash flows of floating rate financial instruments. The ENA business manages its exposure in light of the global

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(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

interest rate environment after consulting with a consortium of global banks. The ENA business has not entered into any interest derivatives to mitigate the risk of fluctuating future interest cash flows.

The exposure to interest rate risk did not materially change compared to the interest rate risk disclosed in the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

Commodity price risk

The ENA business is exposed to natural gas price commodity risk, as natural gas is one of the primary raw materials used in the fertilizer and chemicals production process. IFCo entered into gas swaptions in order to hedge future gas price levels over a certain period of time. In other areas, the ENA business enters into long-term gas supply contracts in order to manage its natural gas commodity risk.

Derivative financial instruments include the following:

Although the IFCo plant is still under construction, IFCo has entered into a swaption (option to swap) to mitigate the potential impact of the increase in natural gas prices for a portion of the expected usage. The ENA business does not apply hedge accounting therefore all fair value changes related to this financial instrument are recognized in profit or loss. The derivative entitles IFCo to an option to buy a quantity of 95,887,500 MMBtu representing 50% of expected consumption against a strike price of USD 6.0/MMBtu for years 2015-2018 and USD 6.5/MMBtu for years 2019-2022. As of June 30, 2015 and December 31, 2014, the fair value of the derivative amounted to USD 0.9 million and 4.8 million, respectively.

Categories of financial instruments

As of June 30, 2015 ($ millions)	Note

Assets
Trade and other receivables		208.9	—
Related party receivables	(18)	94.0	—
Loans to related parties	(18)	505.0	—
Cash and cash equivalents	(10)	355.7	—

Total		1,163.6	—



Liabilities
Loans and borrowings	(12)	2,049.3	—
Related party loans	(18)	532.8	—
Trade and other payables		259.3	(0.9	)
Related party payables	(18)	114.3	—

Total		2,955.7	(0.9	)

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(Amounts in USD millions unless otherwise noted)

Note 5. Financial risk and capital management (Continued)

As of December 31, 2014 ($ millions)	Note

Assets
Trade and other receivables		246.3	—
Related party receivables	(18)	45.8	—
Loans to related parties	(18)	519.5	—
Cash and cash equivalents	(10)	595.0	—

Total		1,406.6	—



Liabilities
Loans and borrowings	(12)	2,007.6	—
Related party loans	(18)	380.4	—
Trade and other payables		244.1	(4.8	)
Related party payables	(18)	143.6	—

Total		2,775.7	(4.8	)

The ENA business makes limited use of financing instruments carried at fair value. For those carried at fair value, the fair value is calculated within hierarchy category level 2. During the six months ended June 30, 2015 and 2014, there were no transfers between the fair value hierarchy categories.

Note 6. Property, plant and equipment

($ millions)

Cost	58.6		785.8		39.7		1,791.7		2,675.8
Accumulated depreciation	(6.6	)	(260.2	)	(14.9	)	—		(281.7	)

As of December 31, 2014	52.0		525.6		24.8		1,791.7		2,394.1



Movements in the carrying amount:
Additions	—		32.3		0.2		595.9		628.4
Disposal	—		(2.3	)	—		—		(2.3	)
Depreciation	(0.8	)	(39.8	)	(1.8	)	—		(42.4	)
Transfers	7.9		398.9		—		(406.8	)	—
Effects of movements in exchange rates	(0.7	)	(20.4	)	(2.0	)	(4.9	)	(28.0	)

As of June 30, 2015	58.4		894.3		21.2		1,975.9		2,949.8
Cost	64.4		1,182.3		35.0		1,975.9		3,257.6
Accumulated depreciation	(6.0	)	(288.0	)	(13.8	)	—		(307.8	)

As of June 30, 2015	58.4		894.3		21.2		1,975.9		2,949.8

As of June 30, 2015 and December 31, 2014, the ENA business had land with a carrying amount of USD 40.1 million and USD 40.0 million, respectively.

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(Amounts in USD millions unless otherwise noted)

Note 6. Property, plant and equipment (Continued)

Assets under construction as of June 30, 2015 and December 31, 2014 are mainly related to the construction of IFCo and Natgasoline in Iowa and Texas, respectively. The transfer of assets under construction in 2015 related mostly to the debottlenecking project of OCI Partners.

The capitalized borrowing costs during the six months ended June 30, 2015 amounted to USD 45.2 million and relates to IFCo for USD 33.7 million, OCI Partners USD 8.4 million and Natgasoline USD 3.1 million. The capitalized borrowing costs during the year ended December 31, 2014 amounted to USD 72.1 million and related mainly to IFCo for USD 64.2 million, OCI Partners USD 6.4 million and Natgasoline USD 1.5 million.

The amount of USD 28.0 million loss under effect of movement in exchange rates mainly relates to OCI Nitrogen, which has a different functional currency (Euro) than the ENA business' presentation currency. The Euro devalued against the U.S. dollar by approximately 8.5% during the six months ended June 30, 2015.

Note 7. Goodwill and other intangible assets

($ millions)

Cost	45.7		80.2		32.2		158.1
Accumulated amortization and impairment	—		(70.2	)	(17.9	)	(88.1	)

As of December 31, 2014	45.7		10.0		14.3		70.0



Movements in the carrying amount:
Amortization	—		(3.4	)	(3.6	)	(7.0	)
Effect of movement in exchange rates	(1.9	)	(0.8	)	—		(2.7	)

As of June 30, 2015	43.8		5.8		10.7		60.3
Cost	43.8		73.4		32.2		149.4
Accumulated amortization and impairment	—		(67.6	)	(21.5	)	(89.1	)

As of June 30, 2015	43.8		5.8		10.7		60.3

Goodwill

The Unaudited Condensed Combined Interim Carve-out Statements of Financial Position include all of the goodwill and other intangible assets directly attributable to the specific legal entities that comprise the ENA business of OCI N.V.

Within these specific legal entities which represent cash generating units ("CGU"), as of June 30, 2015 goodwill amounting to USD 43.8 million related to (1) the acquisition of OCI Beaumont, subsequently renamed OCI Partners in 2012 of USD 23.0 million and (2) the acquisition of OCI

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(Amounts in USD millions unless otherwise noted)

Note 7. Goodwill and other intangible assets (Continued)

Terminal Europoort B.V. by OCI Nitrogen B.V. in 2012 for USD 20.8 million. Goodwill has been allocated to the cash generating units as follows:

	As of

($ millions)	June 30, 2015		December 31, 2014
OCI Partners		23.0		23.0
OCI Nitrogen		20.8		22.7

Total		43.8		45.7

The goodwill impairment test for the year ended December 31, 2014 for OCI Nitrogen B.V. and OCI Partners was performed using a pre-tax Weighted Average Cost of Capital (WACC) of 11.6% and 14.3% for OCI Nitrogen and OCI Partners, respectively, and a terminal growth rate of 2.0%. When performing the annual impairment test, we performed sensitivity analysis. The effect on the recoverable amount of 100 bps modifications in the assumed WACC and the terminal growth rate showed that both cash generating units have sufficient headroom. During the six months ended June 30, 2015, there were no triggering events that would have required the ENA business to perform an additional impairment test.

Licenses and trademarks

As of June 30, 2015, the total licenses and trademarks have a carrying amount of USD 5.8 million as compared to an amount of USD 10.0 million as of December 31, 2014. The licenses and trademarks mainly relate to the customer relationships, trademarks and technology assets of OCI Nitrogen B.V. These intangible assets were identified during the acquisition of OCI Nitrogen B.V. in 2010. The useful life of the customer relationships, trademarks and technology assets are respectively five to ten years, three years and five years.

Purchase rights and other

As of June 30, 2015, the 'Purchase rights and other' have a carrying amount of USD 10.7 million as compared to an amount of USD 14.3 million as of December 31, 2014. The purchase rights and other mostly relates to the Ammonium Sulphate supply agreement between Fertiva GmbH and OCI Fertilizer Trading, where OCI Fertilizer Trading is entitled to all rights, benefits and obligations relating the supply of Ammonium Sulphate by LANXESS. The term of the contract is from November 1, 2012 through December 31, 2016.

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(Amounts in USD millions unless otherwise noted)

Note 8. Equity accounted investees

The following table shows the movement in the carrying amount of the ENA business' associates and joint ventures as of June 30, 2015:

($ millions)

As of beginning of period	40.2
Share in income	1.8
Dividend	(2.2	)
Effect of movement in exchange rates	(2.4	)

As of end of period	37.4



Associates	24.2
Joint Ventures	13.2

Total	37.4

There were no changes in the percentage ownerships related to equity accounted investees compared to the Combined Carve-out Financial Statements.

Note 9. Inventories

	As of

($ millions)	June 30, 2015		December 31, 2014
Finished goods		48.1		74.3
Raw materials and consumables		4.0		4.3
Spare parts, fuels and others		10.5		11.2

Total		62.6		89.8

There were no write-downs on inventories during the six months ended June 30, 2015. There were write-downs on inventories amounting to USD 0.5 million for the year ended December 31, 2014. No inventories have been written down to the net realizable value.

Note 10. Cash and cash equivalents

	As of

($ millions)	June 30, 2015		December 31, 2014
Bank balances		96.7		183.7
Restricted funds		258.2		410.2
Restricted cash and cash equivalents		0.8		1.1

Total		355.7		595.0

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(Amounts in USD millions unless otherwise noted)

Note 10. Cash and cash equivalents (Continued)

Restricted funds

The total amount of restricted funds amounted to USD 258.2 million and USD 410.2 million as of June 30, 2015 and December 31, 2014, respectively, and consisted of:

•: On May 2013, Iowa Fertilizer Company (IFCo) entered into a Bond Financing Agreement with Iowa Finance Authority for the construction of the plant. IFCo entered into a Collateral Agency and Account Agreement with Citibank, N.A. and moved the funds and Collateral Agency and Account Agreement to UMB Bank during the year. The cash proceeds were invested under an Investment Agreement with Natixis Funding Corporation and is restricted to the requisition procedures in the agreement for an amount of USD 219.2 million and USD 371.2 million as of June 30, 2015 and December 31, 2014, respectively;
•: As of June 30, 2015 and December 31, 2014, an amount of USD 39.0 million and USD 39.0 million, respectively, was held as restricted fund in order to secure the first installments on debt due on June 1, 2016.

Note 11. Owner's Net Investment

The transactions recognized in the Owner's net investments for the six month periods ended June 30, 2015 and 2014 are summarized as follows:

The changes in Owner's Net investment during the six months ended June 30, 2015 were:

•: Contributions from investors: OCI N.V., the Parent, contributed USD 78.0 million in cash to OCI Fertilizer International B.V.
•: Distributions to investors: OCI Partners LP distributed USD 6.5 million in cash to non-controlling interest unitholders.
•: Contributions from investors in OCI Partners: OCI USA Inc., a ENA Business entity, contributed USD 60.0 million in cash to OCI Partners LP, without issuing additional Partnership's common units. Following this contribution the non-controlling interest changed by USD 11.5 million.
•: Allocation of share-based compensations: An amount of USD 2.3 million of share-based payments has been allocated to the ENA Business during the six months ended June 30, 2015.

The changes in Owner's Net investment during the six months ended June 30, 2014 were:

•: Distributions to investors: OCI Partners LP distributed USD 15.9 million in cash to the non-controlling unit holders.
•: Allocation of share-based compensations: An amount of USD 3.1 million of share-based payments has been allocated to the ENA Business during the six months ended June 30, 2014.

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(Amounts in USD millions unless otherwise noted)

Note 12. Loans and borrowings

($ millions)

As of beginning of period	2,007.6
Proceeds from loans	108.3
Repayments of loans	(30.0	)
Amortization transaction cost	3.8
Exchange rate effects	(40.4	)

As of end of period	2,049.3



Loans and borrowings–non-current	1,901.4
Loans and borrowings—current	147.9

Total	2,049.3

The exchange rate effects of USD 40.4 million for the six months ended June 30, 2015 relate to the translation of the Euro loan held by OCI Nitrogen B.V. into U.S. dollars.

Movement schedule of related party loans—current

($ millions)

As of beginning of period	380.4
Proceeds from loans	183.0
Repayments of loans	(34.6	)
Accrued interest	4.0

As of end of period	532.8

Covenants

Certain covenants apply to the aforementioned borrowings. Covenants include compliance with the following financial ratios: debt to net investment ratio, debt-service coverage ratio, leverage ratio, interest coverage ratio, cash flow coverage threshold, and tangible net worth threshold. As of June 30, 2015 the aforementioned covenants were satisfied or a waiver has been obtained from the lenders.

New and amended financing arrangements in 2015

OCI Partners

In March 2015, OCI Partners borrowed USD 40.0 million under the Revolving Credit Facility agreement with several lenders. The Revolving Credit Facility bears interest at OCI Partners' option at either LIBOR plus a margin of 2.75% or a base rate plus a margin of 1.75%. OCI Partners pays a commitment fee of 1.10% per annum on the unused portion of the Revolving Credit Facility. The

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 12. Loans and borrowings (Continued)

facility has a one-year term that may be extended for additional one year periods subject to the consent of the lenders.

Iowa Fertilizer Company

In May 2015, IFCo entered into a new credit agreement with several lenders for a total amount of USD 59.7 million. The credit agreement bears interest of LIBOR plus a margin of 3.0%. The credit agreement matures in December 2019.

Note 13. Income taxes

Income tax in Statement of Profit or Loss or Other Comprehensive Income

The income tax provision included in these Unaudited Combined Interim Carve-out Financial Statements has been calculated using the separate return basis, as if the entities of the ENA business filed separate tax returns.

The income tax expense for the six months ended June 30, 2015 was USD 12.3 million. The effective tax rate for the six months ended June 30, 2015 was 12.4%. The major difference between the weighted average statutory rate and the effective tax rates relates mainly to income not subject to tax and unrecognized deferred tax assets. Reconciliation of the weighted average statutory rate with the effective tax rate can be summarized as follows:

	For the Six Months Ended June 30,

($ millions)	2015			(%)			2014			(%)
Profit before income tax		98.8						120.4
Weighted average statutory tax rate		19.0	%					28.1	%

Tax calculated at statutory tax rate		(18.8	)		19.0	%		(33.8	)		28.1	%

Unrecognized deferred tax assets		(11.6	)		11.7	%		(1.3	)		1.1	%
Expenses non-deductible		(1.7	)		1.7	%		(1.1	)		0.9	%
Income not subject to tax		19.8			(20.0	)%		7.4			(6.2	)%

Total Income tax in profit or loss		(12.3	)		12.4	%		(28.8	)		23.9	%

The weighted average nominal tax rate for the six months ended June 30, 2015 and 2014 was 19.0% and 28.1%, respectively. The decrease of the weighted average nominal tax rate is primarily caused by the decrease of profit before income tax for IFCo. The effective tax rate for the six months ended June 30, 2015 and 2014 was 12.4% and 23.9%, respectively. This decrease relates mainly to benefits on the financing of OCI Partners offset by minority interest tax expenses related to non-controlling interest holders in OCI Partners, which did not exist for the six months ended June 30, 2014.

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 14. Net finance cost

	For the Six Months Ended June 30,

($ millions)	2015			2014
Interest income on loans and receivables, third parties		3.5			4.2
Interest income on loans and receivables, related parties		3.5			11.1
Foreign exchange gain		3.2			1.0

Finance income		10.2			16.3



Interest expense on financial liabilities measured at amortized cost, third parties		(7.2	)		(24.1	)
Interest expense on financial liabilities measured at amortized cost, related parties		(4.0	)		(2.4	)
Foreign exchange loss		(0.7	)		(0.2	)

Finance cost		(11.9	)		(26.7	)

Net finance cost recognized in profit or loss		(1.7	)		(10.4	)

The above finance income and finance costs include the following interest income and expense in respect of assets (liabilities) not measured at fair value through profit or loss:

	For the Six Months Ended June 30,

($ millions)	2015			2014
Total interest income on financial assets		7.0			15.3
Total interest expenses on financial liability		(11.2	)		(26.5	)

Note 15. Segment reporting

The ENA business is organized into four segments for financial reporting purposes: OCI Nitrogen B.V. (Netherlands) and OCI Fertilizer Trading, OCI Partners LP (USA), Iowa Fertilizer Company LLC (USA), and Natgasoline LLC (USA). The ENA business' organizational structure is based on a number of factors that management uses to evaluate, view, and run its business operations. A summary description of each segment is as follows:

OCI Nitrogen B.V. and OCI Fertilizer Trading

OCI Nitrogen and Trading aggregates two operating segments: (1) OCI Nitrogen B.V., which produces fertilizer and melamine, and (2) OCI Fertilizer Trading and OCI Fertilizer Trading & Supply, which trades fertilizer products. The segment is Europe's second largest integrated nitrates fertilizer producer and the world's largest melamine producer. The segment also operates a trading and distribution arm operating through offices in Dubai, U.A.E, and Geleen, the Netherlands. In addition, the business trades nitrogen-based fertilizers in Brazil through FITCO, a joint venture with Fertipar, capturing a significant share of the Brazilian Ammonium Sulphate (AS) market through the joint venture.

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 15. Segment reporting (Continued)

OCI Partners LP (USA)

OCI Partners LP (USA) ("OCIP") operates an integrated methanol and ammonia production facility that is strategically located on the Texas Gulf Coast near Beaumont. The facility has a maximum annual methanol and ammonia production capacity of approximately 912,500 and 331,000 metric tons, respectively making it one of the largest producing methanol facilities in the United States. OCIP sells all production domestically to primary industrial customers in and around the U.S. Gulf Coast through pipeline connections to adjacent customers, port access with dedicated methanol and ammonia import/export jetties, and truck loading facilities for both methanol and ammonia.

Iowa Fertilizer Company LLC (USA)

Iowa Fertilizer Company LLC (USA) is currently constructing a greenfield nitrogen fertilizer facility in Wever County, Iowa. Once operational in 2016, the plant is expected to produce approximately 1.5 to 2.0 million tons of nitrogen fertilizers and diesel exhaust fluid per year. The facility was a strategic effort to expand into the U.S.

Natgasoline LLC (USA)

Natgasoline LLC (USA) is a newly-formed greenfield methanol production facility being developed in Beaumont, Texas. The plant is expected to have capacity up to 1.75 million metric tons per year, and is expected to start commissioning in 2017. It is expected to be one of the world's largest methanol production facilities based on nameplate capacity. The project will use state-of-the-art Lurgi MegaMethanol technology and will incorporate best available environmental control technology.

Segment policy

The ENA business derives the results of the business segments directly from its internal management reporting system. All segments are managed separately because they require different operating strategies and use their own assets and employees. Management measures the performance of each segment based on several metrics, including revenue and profits before tax. Management uses these results, in part, to evaluate the performance of each segment. Segment revenue includes revenue from sales to external customers and intersegment revenues. Prices for transactions between segments are determined on an arm's length basis. Profit before income tax is the primary performance measure used by our CODM to evaluate operating results and allocate capital resources among segments. Profit before income tax is also the profitability measure used to set management and executive incentive compensation goals. 'Corporate and other' consists of share-based compensation and certain corporate general and administrative expenses that are not allocated to the segments. Segment results, assets and

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 15. Segment reporting (Continued)

liabilities include items directly attributable to a segment as well as those that can reasonably and consistently be allocated.

Segment operating results

	Reportable segments

For the six months ended June 30, 2015 ($ millions)	Nitrogen & Trading		OCIP		IFCo⁽¹⁾			Natgasoline			Corporate and Other			Total
Segment revenue, net		757.8		116.7		—			—			0.8			875.3
Inter-segment revenue, net		—		0.6		—			—			(0.6	)		—

Total revenue, net		757.8		117.3		—			—			0.2			875.3



Profit before income tax		123.3		14.8		(25.1	)		(2.5	)		(11.7	)		98.8

For the six months ended June 30, 2014 ($ millions)

Segment revenue, net	942.4	213.0	—		—		—		1,155.4
Total revenue, net	942.4	213.0	—		—		—		1,155.4



Profit before income tax	73.0	71.0	(0.3	)	(3.3	)	(20.0	)	120.4

	Reportable segments

As of June 30, 2015 ($ millions)	Nitrogen & Trading		OCIP		IFCo⁽¹⁾		Natgasoline		Corporate and Other		Total
Total assets		1,027.4		766.8		1,805.1		415.9		290.7		4,305.9

As of December 31, 2014 ($ millions)

Total assets	1,103.5	659.9	1,759.2	200.5	290.3	4,013.4

(1): The assets of IFCo are legally owned by our subsidiary Iowa Fertilizer Company LLC and included in these Unaudited Condensed Combined Interim Carve-out Financial Statements based on the requirements of IFRS.

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 16. Share-based payments

Certain employees of the ENA business participate in the share-based payment arrangements issued by OCI N.V. Cost of share-based payment arrangements issued by OCI N.V. towards employees of the ENA business have been recognized as 'group share-based payment arrangements' in these Unaudited Condensed Combined Interim Carve-out Financial Statements based on the requirements of IFRS 2 and are accounted for as equity-settled share-based payment arrangements. Share-based payments related to certain OCI N.V. employees that spend a portion of their time on entities within the ENA business are allocated to the accompanying Unaudited Condensed Combined Interim Carve-out Financial Statements based primarily on estimates of management effort during the respective years and included as part of corporate overhead allocations which is recognized as 'selling, administrative and other expenses'. The ENA business has been allocated USD 2.3 million and USD 3.1 million of share-based payment expenses for the six months ended June 30, 2015 and 2014, respectively.

OCI N.V. has modified part of its share-based payment arrangements as of March 7, 2015. The change relates to the settlement type, which used to be equity settlement and has now been modified to cash settlement. Other terms and conditions remained unchanged. The modification does not affect the classification of shared-based payments of OCI N.V. for these are group shared-based payment arrangements issued by OCI N.V. The modification did not cause any incremental fair value at the modifications date, nor were the modifications otherwise beneficial to employees.

For the six months ended June 30, 2015 and 2014, there was no significant activity or change in balances since the Combined Carve-out Financial Statements for the years ended December 31, 2014 and 2013.

Note 17. Capital commitments

As of June 30, 2015 and December 31, 2014, the ENA business entered into contracts to buy property, plant and equipment for USD 1,108.7 million and USD 1,582.9 million, respectively, of which as of June 30, 2015 an amount of USD 79.5 million represents capital commitments pertaining to IFCo, USD 10.0 million to OCI Nitrogen B.V and USD 1,019.2 million to Natgasoline.

Although Natgasoline entered into a contract with Orascom Construction Limited for the construction of the Natgasoline facility (reference is made to Note 18), there are no legal capital commitments agreed between the parties as of June 30, 2015 and December 31, 2014.

($ millions)

IFCo	79.5	—	79.5
OCI Nitrogen B.V.	—	10.0	10.0
Natgasoline	1,014.8	4.4	1,019.2

Total as of June 30, 2015	1,094.3	14.4	1,108.7

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 17. Capital commitments (Continued)

($ millions)

IFCo	180.5	—	180.5
OCI Nitrogen B.V.	—	11.0	11.0
OCI Partners	—	152.4	152.4
Natgasoline	1,234.2	4.8	1,239.0

Total as of December 31, 2014	1,414.7	168.2	1,582.9

Note 18. Related party transactions

($ millions) Related party	Relation

OCI N.V.	OCI N.V. Group Company	—		4.9	—	37.3	—	—		247.1	0.1
OCI Overseas Holding (Cyprus)	OCI N.V. Group Company	—		—	—	0.3	464.1	(3.7	)	—	0.2
OCI SAE	OCI N.V. Group Company	—		0.5	—	0.2	—	—		213.3	2.9
OCI Construction Holding Cyprus	OCL Company	—		—	—	0.8	—	—		—	—
OCI Fertilizer B.V.	OCI N.V. Group Company	—		60.8	—	12.3	68.7	(0.3	)	24.2	0.2
Orascom E&C	OCL Company	—		—	385.9	42.9	—	—		—	—
Sorfert Algeria SPA	OCI N.V. Group Company	—		0.5	—	—	—	—		—	—
Fitco OCI Agro S.A	Joint Venture	62.8		16.2	—	—	—	—		—	—
Sitech Manufactoring Services C.V.	Associate	—		—	51.1	18.0	—	—		—	—
Sitech Utility Holding Beheer B.V.	Associate	8.5		1.9	—	—	—	—		—	—
Utility Support Group B.V.	Associate	—		—	40.2	1.5	—	—		15.4	0.1
Sitech Services B.V.	Associate	—		—	2.8	0.6	—	—		—	—
OCI Nitrogen Iberian Company	Joint venture	(0.1	)	—	—	—	—	—		—	—
Contrack International	OCL Group Company	—		—	0.3	0.4	—	—		—	—
Weitz	OCL Group Company	—		8.4	—	—	—	—		—	—
EFC	OCI N.V. Group Company	—		—	19.3	—	—	—		—	—
Sorfert Algeria SPA	OCI N.V. Group Company	—		—	79.9	—	—	—		—	—
Shanxi Fenghe Melamine Co. Ltd	Joint venture	—		0.8	8.9	—	—	—		5.0	—

Total as of June 30, 2015		71.2		94.0	588.4	114.3	532.8	(4.0	)	505.0	3.5

All related party balances as of June 30, 2015 are current in the table above. Because of the related party nature of above transactions the terms and conditions may not necessarily be the same as transactions negotiated with third parties.

In addition to the transactions presented in the tables above, the ENA business incurs certain operating expenses for services provided by related parties. These expenses include direct and indirect expense allocations of certain costs for shared corporate services rendered by our parent, including but not limited to general corporate expenses related to finance, legal, information technology, human recourses, internal audit, investor relations, treasury services, employee benefits and incentives, and share-based compensation. Direct costs represent allocated share-based compensation expense from our parent which are recognized in selling, general, and administrative expenses. Indirect costs represent recharges from OCI N.V. and OCI Fertilizers B.V. recognized in selling, general and administrative

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 18. Related party transactions (Continued)

expenses. For the six months ended June 30, 2015 and 2014 the total amount of direct and indirect allocated costs recognized were as follows:

	For the Six Months Ended June 30,

($ millions)	2015		2014
Direct costs		0.8		1.3
Indirect costs		19.3		20.8

Total allocated expenses		20.1		22.1

Construction contracts

Orascom E&C USA, a wholly owned subsidiary of Orascom Construction Limited is:

•: A party to an Engineering, Procurement and Construction (EPC) contract for IFCo's 1.5-2.0 million metric ton per year fertilizer and industrial chemicals greenfield plant under construction in Iowa, USA. Under the terms of the EPC contract, the contractor is required to furnish a complete nitrogen fertilizer facility that is engineered, procured and constructed on a lump-sum fixed-price basis of USD 1,216.0 million plus limited increases, including costs related to breaches, extraordinary subsurface conditions, change orders, changes in law, work outside the boundaries of the property and necessary for the operation of the Facility, specified reimbursable work and off-site and on-site training ("Contract Price"). The Contract Price is divided among certain categories of work and then further divided among specified milestones. Orascom E&C has subcontracted with Tecnimont, KBR and Uhde for state-of-the-art engineering and technology procurement. The plant is expected to begin production in 2016. The project is funded by a combination of cash and a non-recourse project finance tax-exempt municipal bond issuance.
•: A party to an EPC contract for Natgasoline's 1.75 million metric ton per year methanol plant under construction in Texas, USA. Under the terms of the EPC contract, the contractor is required to furnish a complete methanol facility that is engineered, procured and constructed on a lump-sum fixed-price basis of USD 1,396.0 million plus limited increases, including costs related to breaches, extraordinary subsurface conditions, certain hazardous substances, change orders, changes in law, certain work outside the boundaries of the property, specified reimbursable work and off-site and on-site training and delays caused by other contractors, engineers or other person engaged to work on the plant ("Contract Price"). The Contract Price is divided among certain categories of work and then further divided among specified milestones. Orascom E&C has subcontracted with ALPC to engineer and procure the plant incorporating state-of-the-art production process technology from Lurgi MegaMethanol®

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 18. Related party transactions (Continued)

technology supplied by Air Liquide's engineering and construction division, Air Liquide Global E&C Solutions. The plant is expected to begin production in 2017. Natgasoline has agreed to indemnify Orascom Construction for certain matters regarding construction of the Natgasoline facility. Our parent company OCI N.V. has separately agreed to indemnify Orascom Construction for certain liabilities Orascom Construction could incur regarding the Natgasoline facility in October 2015. OCI N.V.'s obligation is capped at USD 150.0 million, with an additional indemnity by our parent company OCI N.V. for claims or change orders, capped at USD 50.0 million. These amount will be allocated to the ENA business and recognized in property, plant and equipment in the second half of 2015.

•: In June 2013, OCIP entered into a procurement and construction contract with Orascom E&C USA Inc., an indirect, wholly-owned construction subsidiary of OCI, pursuant to which Orascom E&C USA Inc. will undertake the debottlenecking of OCIP's methanol and ammonia production units (the "Construction Contract"). Upon execution of the Construction Contract, the Technical Service Agreement was subsumed within the Construction Contract. Under the terms of the Construction Contract, Orascom E&C USA Inc. will be paid on a cost-reimbursable basis, plus a fixed fee that will equal 9% of the costs of the project, excluding any discounts. The contract allocates customary responsibilities to OCIP and Orascom E&C USA Inc. The agreement does not provide for the imposition of liquidated or consequential damages.
•: In addition, our parent company OCI N.V. paid USD 150.0 million to Orascom Construction Limited in July 2015 pursuant to an indemnity for certain liabilities under or in connection with the contracts with the ENA business. This amount will be allocated to the ENA business and recognized in property, plant and equipment in the second half of 2015.

Due to the related party nature of above transactions the terms and conditions may not necessarily be the same as transactions negotiated between third parties. Management believes that the terms and conditions of all transactions with our related parties are generally no less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar services.

Note 19. Contingencies

In the normal course of business, the ENA business, associates, and joint ventures may become involved in certain litigation or court cases as defendants or claimants. These litigations are carefully monitored by the entities' management and legal counsel, and are regularly assessed with due consideration for possible insurance coverage and recourse rights on third parties. The ENA business does not have any proceedings to report in liabilities that might have a material effect on the ENA business' financial position. In cases where it is probable that the outcome of the proceedings will be unfavorable, and the financial outcome can be measured reliably, a provision would be recognized in the Unaudited Condensed Combined Interim Carve-out Financial Statements. It should be understood that, in light 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 liabilities and related costs. At this point in time, the ENA business cannot estimate any additional amount of loss or range of loss in excess of the recorded amounts with sufficient certainty to allow such amount or range of amounts to be meaningful. Moreover, if and to the extent that any contingent liabilities arise, they are typically paid over a number of years and the timing of such payments cannot

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 19. Contingencies (Continued)

be predicted with confidence. As of June 30, 2015, the ENA business does not have any provisions for such cases, claims and disputes or any other significant contingencies.

Note 20. Subsequent events

Combination with CF Industries

Payment to Orascom Construction Limited

In July 2015, the OCI NV paid an amount of USD 150 million to Orascom Construction Limited following the reimbursement agreement between both parties as agreed as part of the demerger of the Engineering & Construction business, in relation to a claim from a subsidiary of Orascom Construction Limited for overruns in the greenfield projects in the US.

Production stoppage at OCI Nitrogen B.V.

Indemnity to Orascom Construction Limited

On October 5, 2015, the OCI board of directors agreed to authorize OCI to indemnify Orascom Construction Limited for the increased liability incurred under the amended Natgasoline EPC contract, the obligation is capped at USD 150 million. The indemnity covers any costs Orascom Construction Limited might incur under the original reimbursable portion of the EPC in excess of change orders originally budgeted at USD 300 million which was amended into a fixed price EPC contract. Separately under the indemnity, OCI also agrees to pay Orascom Construction Limited for any claim or change order under the amended EPC Contract, capped at USD 50 million.

Natgasoline Funding

OCI N.V. contributed capital to Natgasoline in the third quarter of 2015 by an amount of USD 440.2 million, including settlement of existing related party loans of USD 217.0 million.

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Notes to Unaudited Condensed Combined Interim Carve-out Financial Statements (Continued)

(Amounts in USD millions unless otherwise noted)

Note 21. Full list of ENA business entities as of June 30, 2015

Name	Location				Treatment

OCI Fertilizer International B.V.	The Netherlands	USD	100	%	Combined
Iowa One S.a.r.l	Luxembourg	USD	100	%	Combined
Iowa Two S.a.r.l	Luxembourg	USD	100	%	Combined
OCI Iowa Inc.	USA	USD	100	%	Combined
Iowa Fertilizer Company LLC	USA	USD	100	%	Combined
OCI Freight Services	British Virgin Islands	USD	100	%	Combined
OCI Fertilizer Trading	British Virgin Islands	USD	100	%	Combined
OCI Nitrogen B.V.	The Netherlands	EUR	100	%	Combined
OCI Trade Holding B.V.	The Netherlands	USD	100	%	Combined
OCI Fertilizer Trade and Supply B.V.	The Netherlands	USD	100	%	Combined
Iapetus B.V.	The Netherlands	USD	100	%	Combined
OCI Partners LP	USA	USD	79.88	%	Combined
OCI USA Inc.	USA	USD	100	%	Combined
Firewater LLC	USA	USD	100	%	Combined
Texam Holding LLC	USA	USD	100	%	Combined
Texam LLC	USA	USD	100	%	Combined
Natgasoline LLC	USA	USD	100	%	Combined
Natgasoline Holding Inc.	USA	USD	100	%	Combinee
OCI GP LLC	USA	USD	100	%	Combined
OCI Fertilizers USA LLC	USA	USD	100	%	Combined
OCIP Holding LLC	USA	USD	100	%	Combined
Mercury Holding Limited	United Kingdom	USD	100	%	Combined
Pluto Holding Limited	United Kingdom	USD	100	%	Combined
Firewater One S.a.r.l.	Luxembourg	USD	100	%	Combined
Firewater Two	Luxembourg	USD	100	%	Combined
Mena Mining B.V.	The Netherlands	USD	100	%	Combined
Firewater B.V.	The Netherlands	USD	100	%	Combined
Iowa Intermediate Fertilizer Holding LLC	USA	USD	100	%	Combined
Iowa Fertilizer Holding LLC	USA	USD	100	%	Combined
OCI Personnel B.V.	The Netherlands	EUR	100	%	Combined
OCI Agro Belgium N.V./S.A.	Belgium	EUR	100	%	Combined
OCI Agro Deutschland GmbH	Germany	EUR	100	%	Combined
OCI Agro France S.A.S.	France	EUR	100	%	Combined
OCI Melamine Spain Srl	Spain	EUR	100	%	Combined
OCI Trading Shanghai Ltd	China	RMB	100	%	Combined
Melamine UK Limited	UK	GBP	100	%	Combined
OCI China Holding B.V.	Netherlands	EUR	100	%	Combined
OCI Melamine Americas, Inc	USA	USD	100	%	Combined
OCI Beaumont LLC	USA	USD	100	%	Combined
OCI Chem 1 B.V.	The Netherlands	USD	100	%	Combined
OCI Chem 4 B.V.	The Netherlands	USD	100	%	Combined
OCI Terminal Europoort B.V.	The Netherlands	EUR	100	%	Combined
Iowa Fertilizer Partners GP LLC	USA	USD	100	%	Combined
Iowa Fertilizer Partners LP	USA	USD	100	%	Combined

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ANNEX A

Combination Agreement, dated as of August 6, 2015, as amended as of November 6, 2015 and December 20, 2015, by and among CF Industries Holdings, Inc., CF B.V., Finch Merger Company LLC and OCI N.V. (composite copy incorporating the Combination Agreement, dated as of August 6, 2015, the Amendment to Combination Agreement, dated as of November 6, 2015, and the Second Amendment to Combination Agreement, dated as of December 20, 2015).

In accordance with the Second Amendment to Combination Agreement, each reference in the Combination Agreement, as amended by the Amendment to Combination Agreement and the Second Amendment to Combination Agreement, to "this Agreement," "hereof," "hereunder," "herein" or words of like import referring to the Combination Agreement shall mean and be a reference to the Combination Agreement as amended by the Amendment to Combination Agreement and the Second Amendment to Combination Agreement, although this change shall not alter the dates as of which any provision of the Combination Agreement speaks, except as expressly provided in the Second Amendment to Combination Agreement with respect to certain representations of the parties. All references in the Combination Agreement to "the date hereof" or "the date of this Agreement" are to August 6, 2015, except as expressly provided in the Second Amendment to Combination Agreement with respect to certain representations of the parties.

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COMBINATION AGREEMENT
BY
AND
AMONG
CF INDUSTRIES HOLDINGS, INC.,
CF B.V.,
FINCH MERGER COMPANY LLC,
AND
OCI N.V.
Dated as of August 6, 2015
As Amended as of November 6, 2015 and December 20, 2015

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Table of Contents


ARTICLE I CONTRIBUTION, DISTRIBUTION AND STOCK SALE		A-2
Section 1.1	Contribution of the Holdco-Purchased Equity Interests	A-2
Section 1.2	Consideration for Holdco-Purchased Equity Interests	A-3
Section 1.3	Distribution of Distributable Consideration	A-3
Section 1.4	Consideration Notices	A-3
Section 1.5	No Fractional Shares in Distribution	A-3
Section 1.6	Tax Treatment of the Contribution and Distribution	A-4
Section 1.7	Stock Sale of Cambridge-Purchased Equity Interests	A-4
Section 1.8	Consideration for Cambridge-Purchased Equity Interests	A-4
Section 1.9	Repayment of Net Intercompany Balance	A-4
ARTICLE II MERGER		A-5
Section 2.1	The Merger	A-5
Section 2.2	Effective Time	A-5
Section 2.3	Charter Documents; Directors and Officers of Surviving Corporation	A-5
Section 2.4	Effect of the Merger on the Cambridge Common Stock	A-5
Section 2.5	Surrender and Exchange of Shares	A-6
Section 2.6	No Appraisal Rights	A-8
Section 2.7	Effect of the Merger on Cambridge Stock Options and Awards	A-8
Section 2.8	Withholding	A-10
ARTICLE III RESTRUCTURING; HOLDCO MATTERS; CLOSING		A-10
Section 3.1	Restructuring	A-10
Section 3.2	Holdco Matters	A-10
Section 3.3	Closing	A-11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF OXFORD		A-12
Section 4.1	Existence; Good Standing; Corporate Authority	A-12
Section 4.2	Authorization, Validity and Effect of Agreements	A-13
Section 4.3	Capitalization of Purchased Companies	A-13
Section 4.4	Target Company Subsidiaries	A-13
Section 4.5	No Conflict	A-14
Section 4.6	Board Approval	A-15
Section 4.7	Vote Required	A-15
Section 4.8	Oxford Reports; Financial Statements; Indebtedness	A-15
Section 4.9	Absence of Undisclosed Liabilities	A-18
Section 4.10	Absence of Certain Changes	A-18
Section 4.11	All Assets of Business	A-18
Section 4.12	Title to Purchased Equity Interests	A-19
Section 4.13	Compliance with Laws; Permits	A-19
Section 4.14	Taxes	A-19
Section 4.15	Oxford Benefit Plans	A-21
Section 4.16	Labor Matters	A-22
Section 4.17	Environmental Matters	A-23
Section 4.18	Intellectual Property	A-24
Section 4.19	Insurance	A-25
Section 4.20	Material Contracts	A-26
Section 4.21	Real Property Matters	A-27

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Section 4.22	Compliance with Customs & International Trade Laws	A-29
Section 4.23	Solvency	A-30
Section 4.24	Information Supplied	A-30
Section 4.25	Transactions with Certain Persons	A-30
Section 4.26	Investment Intent	A-30
Section 4.27	No Brokers	A-31
Section 4.28	Convertible Bonds	A-31
Section 4.29	No Other Representations	A-31
ARTICLE V REPRESENTATIONS AND WARRANTIES OF CAMBRIDGE		A-31
Section 5.1	Existence; Good Standing; Corporate Authority	A-31
Section 5.2	Authorization, Validity and Effect of Agreements	A-32
Section 5.3	Capitalization	A-32
Section 5.4	No Conflict	A-33
Section 5.5	Board Approval	A-33
Section 5.6	Vote Required	A-34
Section 5.7	SEC Documents; Financial Statements	A-34
Section 5.8	Absence of Undisclosed Liabilities	A-35
Section 5.9	Absence of Certain Changes	A-35
Section 5.10	Taxes	A-35
Section 5.11	Information Supplied	A-36
Section 5.12	Financing	A-36
Section 5.13	Solvency	A-37
Section 5.14	No Brokers	A-37
Section 5.15	State Takeover Statutes	A-37
Section 5.16	Compliance with Laws; Permits	A-37
Section 5.17	Cambridge Benefit Plans	A-38
Section 5.18	No Other Representations	A-39
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF HOLDCO		A-39
Section 6.1	Existence; Good Standing; Corporate Authority	A-39
Section 6.2	Authorization, Validity and Effect of Agreement	A-39
Section 6.3	Capitalization	A-39
Section 6.4	No Conflict	A-40
Section 6.5	No Other Representations	A-41
ARTICLE VII COVENANTS AND AGREEMENTS OF THE PARTIES		A-41
Section 7.1	Conduct of Oxford Business Pending Closing	A-41
Section 7.2	Conduct of Cambridge Business Pending Closing	A-45
Section 7.3	Control of Operations	A-45
Section 7.4	No Solicitation by Oxford	A-46
Section 7.5	No Solicitation by Cambridge	A-48
Section 7.6	Preparation of the Proxy Statement and Form S-4; Provision of Oxford Financial Statements; Cambridge and Oxford Stockholder Meetings	A-50
Section 7.7	Notification	A-53
Section 7.8	Employee Matters	A-54
Section 7.9	Access; Confidentiality	A-55
Section 7.10	Reasonable Best Efforts; Regulatory Filings and Other Actions	A-58
Section 7.11	Insurance	A-61
Section 7.12	Public Announcements	A-61
Section 7.13	Listing Application	A-61

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Section 7.14	Cooperation with Financial Reporting; Additional Financial Statements	A-61
Section 7.15	Section 16 Matters	A-62
Section 7.16	Cambridge Financing	A-62
Section 7.17	Intercompany Obligations	A-67
Section 7.18	Operational Matters	A-67
Section 7.19	Oxford Indebtedness	A-68
Section 7.20	Convertible Bonds	A-68
Section 7.21	Trademark Licenses	A-69
Section 7.22	Firewater Shareholder Agreement	A-70
Section 7.23	Further Assistance	A-70
Section 7.24	Firewater One	A-70
Section 7.25	Directors and Officers Indemnification	A-70
Section 7.26	Director and Officer Resignations	A-71
Section 7.27	Transaction Litigation	A-71
Section 7.28	State Takeover Statutes	A-71
Section 7.29	Obligations of Holdco and MergerCo	A-71
Section 7.30	Tax Opinions	A-71
Section 7.31	Solvency Opinion	A-71
Section 7.32	Transfer Restrictions	A-72
Section 7.33	Natgasoline Subdivision	A-72
Section 7.34	Domain Names	A-73
Section 7.35	Guarantees	A-73
Section 7.36	Texam	A-73
Section 7.37	Transition Services Agreement	A-73
ARTICLE VIII INDEMNIFICATION		A-73
Section 8.1	Survival	A-73
Section 8.2	Oxford's Indemnity Obligations	A-74
Section 8.3	Holdco's and Cambridge's Indemnity Obligations	A-75
Section 8.4	Certain Limitations	A-75
Section 8.5	Indemnification Procedures	A-76
Section 8.6	General	A-77
ARTICLE IX TAX MATTERS		A-79
Section 9.1	Transfer Taxes	A-79
Section 9.2	Tax Returns	A-79
Section 9.3	Tax Indemnity	A-80
Section 9.4	Tax Sharing Agreements	A-80
Section 9.5	Cooperation, Exchange of Information and Record Retention	A-81
Section 9.6	Tax Contests	A-81
Section 9.7	Certain Actions	A-82
ARTICLE X CONDITIONS TO CLOSING		A-83
Section 10.1	Conditions to Each Party's Obligation to Close the Transactions	A-83
Section 10.2	Additional Conditions to Obligations of Cambridge	A-84
Section 10.3	Additional Conditions to Obligations of Oxford	A-85
ARTICLE XI TERMINATION		A-86
Section 11.1	Termination	A-86
Section 11.2	Effect of Termination	A-88

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ARTICLE XII GENERAL PROVISIONS		A-91
Section 12.1	Notices	A-91
Section 12.2	Interpretation	A-92
Section 12.3	Counterparts; Effectiveness	A-93
Section 12.4	Entire Agreement; Third Party Beneficiaries	A-93
Section 12.5	Severability	A-93
Section 12.6	Assignments	A-93
Section 12.7	Amendments	A-94
Section 12.8	Extension; Waiver	A-94
Section 12.9	Governing Law and Venue; Waiver of Jury Trail	A-94
Section 12.10	Enforcement	A-95
Section 12.11	Certain Claims	A-95
Section 12.12	Fees; Expenses	A-96
Section 12.13	Nonrecourse	A-96
Section 12.14	Provision Regarding Legal Representation	A-96
ARTICLE XIII DEFINITIONS		A-97


Exhibit A		Holdco Articles of Association
Exhibit B		Firewater One Term Sheet
Exhibit C		Holdco Shareholder Agreement
Exhibit D		Oxford Registration Rights Agreement
Exhibit E		Stockholder Registration Rights Agreement

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COMBINATION AGREEMENT

This Combination Agreement (this "Agreement"), dated as of August 6, 2015, is entered into by and among CF Industries Holdings, Inc., a Delaware corporation ("Cambridge"), CF B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, which, in connection with the Closing, will convert into a public company with limited liability (naamloze vennootschap) in accordance with the provisions of this Agreement ("Holdco"), Finch Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco ("MergerCo") and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands ("Oxford"). Each of Cambridge, Oxford, Holdco and MergerCo are referred to herein as a "Party" and together the "Parties".(1)

R E C I T A L S

WHEREAS, Oxford directly or indirectly owns one hundred percent (100%) of the equity interests of: (i) OCI Fertilizer International B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; (ii) OCI Nitrogen B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; (iii) OCI Chem 1 B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; (iv) OCI Personnel B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the law of the Netherlands; and (vi) Firewater One S.a.r.l., a société à responsabilité limitée organized under the law of Luxembourg ("Firewater One") (the Persons identified in (i)-(vi), the "Purchased Companies" and together with the Subsidiaries of the Purchased Companies at any given time, the "Target Companies");

WHEREAS, the Purchased Companies are directly and indirectly engaged in the Business;

WHEREAS, subject to the terms and conditions set forth herein, Oxford desires to convey to Holdco, and Holdco desires to acquire from Oxford, by a contribution by Oxford, directly or indirectly, to Holdco, all of the Capital Stock held, directly or indirectly, by Oxford of the Purchased Companies other than Firewater One (the "Holdco-Purchased Equity Interests") in exchange for consideration consisting of shares of Holdco Common Stock to be issued by Holdco to Oxford and cash (the "Contribution");

WHEREAS, upon completion of the Contribution, at the Closing and prior to the Effective Time, Oxford shall distribute by way of a reduction of the nominal value of the ordinary shares in the capital of Oxford certain of the Holdco Common Stock received by it in connection with the Contribution pro rata to the stockholders of Oxford (the "Distribution");

WHEREAS, subject to the terms and conditions set forth herein, Oxford desires to convey to Cambridge (or its designee), and Cambridge desires to acquire, or cause its designee to acquire, from

(1): Note: The parties to the Combination Agreement as of August 6, 2015 were Cambridge, Oxford, Darwin Holdings Limited, a private company limited by shares incorporated under the law of England, and Beagle Merger Company LLC, a Delaware limited liability company. The Second Amendment to Combination Agreement, dated as of December 20, 2015, added as parties to the Combination Agreement each of CF B.V. and Finch Merger Company LLC and removed as parties to the Combination Agreement each of Darwin Holdings Limited and Beagle Merger Company LLC. Pursuant to the Second Amendment to Combination Agreement, each of Cambridge and Oxford released and discharged Darwin Holdings Limited and Beagle Merger Company LLC, and their respective affiliates and representatives, successors and assigns, from all claims which Cambridge or Oxford have or may have against them.

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Oxford's Subsidiary Oxford Chem 2, at the Closing and immediately before the Effective Time, shares representing forty five percent (45%) of the Capital Stock of Firewater One (the "Cambridge-Purchased Equity Interests" and together with the Holdco-Purchased Equity Interests, the "Purchased Equity Interests") in exchange for consideration consisting of a specified amount of cash payable by Cambridge to Oxford (the "Stock Sale");

WHEREAS, the Oxford Board has determined that it is in the best interests of Oxford and its stakeholders including Oxford's stockholders for Oxford to engage in the Transactions, including the Restructuring, the Contribution, the Distribution and the Stock Sale, in order to facilitate the Merger, has adopted resolutions approving the entering into Agreement and declaring its advisability and has resolved to recommend, subject to Section 7.4, that Oxford's stockholders approve the Transactions;

WHEREAS, concurrently with the execution hereof, certain stockholders of Oxford are granting irrevocable undertakings in support of the Transactions;

WHEREAS, the Cambridge Board has determined that it is advisable and in the best interests of Cambridge's stockholders for Cambridge to engage in the Transactions and, as part of and in connection with the Transactions, to reorganize so that MergerCo will merge with and into Cambridge, with Cambridge becoming a wholly-owned, direct or indirect, subsidiary of Holdco (the "Merger"), has adopted resolutions approving this Agreement and declaring its advisability and has resolved to recommend, subject to Section 7.5, that Cambridge's stockholders adopt this Agreement;

WHEREAS, pursuant to the Merger, each issued share of Cambridge Common Stock, other than those shares of Cambridge Common Stock held by Cambridge (as treasury shares or otherwise) or by any Subsidiaries of Cambridge, shall be converted into the right to receive one (1) share of Holdco Common Stock;

WHEREAS, MergerCo's sole member and Holdco's board of directors (the "Holdco Board") have each unanimously determined that it is advisable and in the best interests of MergerCo's sole member and Holdco's sole shareholder, respectively, to enter into the Merger and have each unanimously approved the Merger, this Agreement and, to the extent applicable, the other Transactions, in accordance with the DLLCA and the DCC, as applicable;

WHEREAS, MergerCo's sole member has approved this Agreement prior to MergerCo's entry into this Agreement, and immediately following Holdco's entry into this Agreement, Holdco's sole shareholder will act by written consent to approve this Agreement; and

WHEREAS, in connection with the Closing, Cambridge, Oxford, Holdco and MergerCo and certain of their Affiliates will enter into the Ancillary Agreements.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the Parties agree as follows:

ARTICLE I
CONTRIBUTION, DISTRIBUTION AND STOCK SALE

Section 1.1 Contribution of the Holdco-Purchased Equity Interests. Subject to the terms and conditions of this Agreement, at or prior to the Closing, prior to the Conversion and prior to the Effective Time, Oxford shall contribute, transfer, convey, assign and deliver or cause to be contributed, transferred, conveyed, assigned and delivered to Holdco, and Holdco shall acquire, the Holdco-Purchased Equity Interests, in each case, free and clear of any Liens.

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Section 1.2 Consideration for Holdco-Purchased Equity Interests. The aggregate consideration payable by Holdco to Oxford for the Holdco-Purchased Equity Interests shall consist of:

(a) a number of shares of Holdco Common Stock in an amount equal to (i) the product of (A) (1) the number of shares of Cambridge Common Stock issued and outstanding as of immediately prior to the Effective Time plus without duplication (2) the number of shares of Cambridge Common Stock subject to, underlying or issuable in connection with the vesting, settlement or exercise of all Cambridge Stock Awards as of immediately prior to the Effective Time (determined using the treasury stock method) multiplied by (B) a fraction, the numerator of which is two hundred fifty-six (256) and the denominator of which is seven hundred forty-four (744) less (ii) the Convertible Bond Share Reduction Amount (the "Base Share Consideration"); and

(b) an amount in cash equal to seven hundred million dollars ($700,000,000) minus the Estimated Net Intercompany Payable and the Estimated Target Company Excess Net Debt (the "Election Consideration"); provided, however, that at the written election of Cambridge (the "Stock Election") delivered to Oxford prior to the Closing Date (it being understood that the Parties will consult in good faith regarding the delivery of any notice of Stock Election), Cambridge may elect to pay in the form of Holdco Common Stock such portion of the Election Consideration (the "Election Amount") as Cambridge shall determine in good faith, after prior consultation with Oxford, to be reasonably necessary to be paid in the form of Holdco Common Stock in order to satisfy the conditions to Closing set forth in Article X and maintain the investment grade rating of Cambridge's outstanding Indebtedness, in which case, the Election Consideration shall consist of:

(i) an amount in cash equal to seven hundred million dollars ($700,000,000) minus (A) the Estimated Net Intercompany Payable minus (B) the Estimated Target Company Excess Net Debt minus (C) the Election Amount (the cash contemplated by this clause (i), the "Holdco Cash Consideration"); and

(ii) a number of shares of Holdco Common Stock in an amount equal to (A) the Election Amount divided by (B) the Cambridge Average Price (the shares of Holdco Common Stock contemplated by this clause (ii), the "Additional Share Consideration").

Section 1.3 Distribution of Distributable Consideration. As soon as practicable following its receipt of the Base Share Consideration and prior to the Effective Time, Oxford shall distribute some or all of the Base Share Consideration, as determined in the reasonable discretion of Oxford (such portion, the "Distributable Consideration") by way of a reduction of the nominal value of the ordinary shares in the capital of Oxford pro rata to its stockholders; provided that the Distributable Consideration shall not be less than the amount sufficient to constitute control of Holdco within the meaning of Section 368(c) of the Code.

Section 1.4 Consideration Notices. No later than three (3) Business Days prior to the Closing Date, (a) Oxford shall deliver to Cambridge a written notice setting forth (i) its good faith estimate of the Net Intercompany Payable (the "Estimated Net Intercompany Payable"), (ii) its good faith estimate of the Target Company Excess Net Debt (the "Estimated Target Company Excess Net Debt") and (ii) the amount of Distributable Consideration and (b) Cambridge shall deliver to Oxford a written notice setting forth (i) the number of shares of Cambridge Common Stock estimated to be issued and outstanding as of immediately prior to the Effective Time and (ii) the number of shares of Cambridge Common Stock estimated to be subject to, underlying or issuable in connection with the vesting, settlement or exercise of all Cambridge Stock Awards as of immediately prior to the Effective Time (determined using the treasury stock method).

Section 1.5 No Fractional Shares in Distribution. No fractional shares of Holdco Common Stock shall be distributed in connection with the Distribution. Notwithstanding any other provision of this

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Agreement, each holder of ordinary shares of Oxford who would otherwise have been entitled to receive a fraction of a share of Holdco Common Stock (after aggregating all shares represented by certificates (or, if applicable, book-entry shares) of such holder) shall receive, in lieu thereof, cash (without interest) in an amount determined by multiplying (i) the closing price of Cambridge Common Stock reported on the New York Stock Exchange on the trading day immediately preceding the Closing Date, rounded to the nearest one-hundredth of a cent by (ii) the fraction of a share (rounded to the nearest one-thousandth when expressed in decimal form) of Holdco Common Stock to which such holder would otherwise have been entitled (the "Fractional Share Cash Amount"). No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share of Holdco Common Stock.

Section 1.6 Tax Treatment of the Contribution and Distribution. The Contribution of the Holdco-Purchased Equity Interests by Oxford to Holdco pursuant to Section 1.1 of this Agreement in exchange for the Base Share Consideration and the Election Consideration pursuant to Section 1.2 of this Agreement and the subsequent Distribution of the Distributable Consideration pursuant to Section 1.3 along with the transactions described in the Restructuring Steps Plan (collectively, the "Separation") is intended, for U.S. federal income tax purposes, to be treated as a reorganization within the meaning of Sections 368(a)(1)(D) and a distribution qualifying under Section 355 of the Code. The Restructuring Steps Plan and Section 1.1, Section 1.2, Section 1.3 and this Section 1.6 are intended to constitute, and are hereby adopted as, a "plan of reorganization" within the meaning of section 368 of the Code.

Section 1.7 Stock Sale of Cambridge-Purchased Equity Interests. Subject to the terms and conditions of this Agreement, at the Closing and immediately before the Effective Time, Oxford shall cause Oxford Chem 2 to transfer, convey, assign and deliver to Cambridge (or its designee), and Cambridge (or such designee) shall acquire, the Cambridge-Purchased Equity Interests, in each case, free and clear of any Liens.

Section 1.8 Consideration for Cambridge-Purchased Equity Interests. The aggregate consideration payable by Cambridge (or its designee) to Oxford Chem 2 for the Cambridge-Purchased Equity Interests shall consist of an amount in cash equal to five hundred seventeen million five hundred thousand dollars ($517,500,000) (the "Firewater One Consideration").

Section 1.9 Repayment of Net Intercompany Balance.

(a) At Closing, Holdco shall cause the relevant Target Companies to pay to the Oxford Companies an amount of cash equal to the Estimated Net Intercompany Payable in satisfaction thereof, as set forth in the Restructuring Steps Plan.

(b) No more than 30 days following the Closing, Oxford shall deliver to Holdco notice of Oxford's determination of the Net Intercompany Payable as of the Closing Date. To the extent that the Net Intercompany Payable is greater than the Estimated Net Intercompany Payable, the Parties shall treat Oxford as having paid an amount of cash equal to the difference to Holdco as an adjustment to the cash portion of the Election Consideration (to the extent thereof, and thereafter as an adjustment to the share portion of the Election Consideration), and Holdco as having then used that cash to repay the amounts owed by Target Companies to Oxford Companies that comprise the excess of the Net Intercompany Payable over the Estimated Net Intercompany Payable. To the extent that the Net Intercompany Payable is less than the Estimated Net Intercompany Payable, the Parties shall treat Oxford as having paid an amount of cash equal to such difference as a refund of a portion of the payment described in Section 1.9(a), and Holdco as having paid an equivalent amount to Oxford as an adjustment to the Election Consideration. To the extent that the Net Intercompany Payable would be less than zero if the second sentence of the definition thereof were ignored, such amount shall be deemed to have been distributed by the Target Companies to Oxford immediately prior to the Closing pursuant to the Restructuring Steps Plan.

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ARTICLE II
MERGER

Section 2.1 The Merger. Subject to the terms and conditions of this Agreement, which shall constitute an agreement and plan of merger for all purposes of the DGCL and DLLCA, and in accordance with the DGCL and the DLLCA, at the Effective Time, MergerCo shall merge with and into Cambridge, and the separate limited liability company existence of MergerCo shall thereupon cease. From and after the Effective Time, and in accordance with the DGCL and the DLLCA, Cambridge shall continue as the surviving corporation in the Merger (sometimes hereinafter referred to in this Agreement as the "Surviving Corporation"), becoming a wholly-owned, direct or indirect, subsidiary of Holdco.

Section 2.2 Effective Time.

(a) At the Closing, Cambridge, Holdco and MergerCo shall cause a certificate of merger with respect to the Merger (the "Certificate of Merger") meeting the applicable requirements of the DGCL and the DLLCA to be properly executed and filed and otherwise make all other filings or recordings as required by the DGCL and the DLLCA in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State (or at such later date and time as Cambridge and Oxford shall agree and as set forth in the Certificate of Merger) (the "Effective Time"); provided, however, the Effective Time shall be (i) subsequent to the Contribution pursuant to Section 1.1 and Section 1.2 and (ii) subsequent to the Distribution pursuant to Section 1.3.

(b) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and the DLLCA.

Section 2.3 Charter Documents; Directors and Officers of Surviving Corporation.

(a) The name of the Surviving Corporation shall be "CF Industries Holdings, Inc."

(b) The Cambridge Certificate, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended as provided by applicable Laws and the Charter Documents of the Surviving Corporation.

(c) The Cambridge Bylaws, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, until thereafter amended as provided by Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

(d) The officers of MergerCo immediately prior to the Effective Time shall, from and after the Effective Time, become the directors of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of the Surviving Corporation. The officers of Cambridge immediately prior to the Effective Time shall, from and after the Effective Time, become the officers of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter Documents of the Surviving Corporation.

Section 2.4 Effect of the Merger on the Cambridge Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of the holder of any Cambridge Common Stock, any MergerCo common stock or any Holdco Common Stock:

(a) Each issued share of Cambridge Common Stock that is owned by Cambridge (as a treasury share or otherwise), or by any Subsidiaries of Cambridge immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable hereunder in connection with such cancellation ("Excluded Shares").

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(b) All issued and outstanding limited liability company interests of MergerCo shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

(c) Each issued and outstanding share of Cambridge Common Stock (other than the Excluded Shares) shall be converted into the right to receive one (1) validly issued share of Holdco Common Stock, credited as fully paid, which, when issued, ranks pari passu in all respects with all of the shares of Holdco Common Stock then in issue (the "Merger Consideration").

(d) All of the shares of Cambridge Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.4(c) shall no longer be outstanding and automatically cease to exist as of the Effective Time, and each certificate (each, a "Certificate") or book-entry share (each, a "Book Entry Share") previously representing any such Cambridge Common Stock shall thereafter represent only the right to receive the Merger Consideration. From and after the Effective Time, the stock transfer books of Cambridge shall be closed and thereafter there shall be no further registration of transfers of shares of Cambridge Common Stock that were outstanding prior to the Effective Time. After the Effective Time, Book Entry Shares and Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Merger Consideration and any dividend or distribution payable in accordance with Section 2.5(f), in accordance with the procedures set forth in Section 2.5.

Section 2.5 Surrender and Exchange of Shares.

(a) Following the date of this Agreement and in any event prior to the Effective Time, Cambridge shall select an exchange agent in connection with the Merger (together with any agent also selected, the "Exchange Agent") for the purpose of delivering or causing to be delivered to each holder of Cambridge Common Stock the shares of Holdco Common Stock that such holder shall become entitled to receive with respect to such holder's shares of Cambridge Common Stock pursuant to Section 2.4. The Exchange Agent shall act as agent for each holder of shares of Cambridge Common Stock in connection therewith.

(b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of Cambridge Common Stock that are represented by Book Entry Shares or Certificates, a letter of transmittal in customary form, which shall specify that delivery shall be effected, and risk of loss and title to Book Entry Shares or Certificates held by such holder representing such shares of Cambridge Common Stock shall pass, only upon actual and proper delivery of Book Entry Shares or Certificates to the Exchange Agent.

(c) At or prior to the Effective Time, Holdco shall procure the deposit with, or otherwise make or cause to be made available to, the Exchange Agent, for the benefit of the holders of Cambridge Common Stock, that number of shares of Holdco Common Stock that is sufficient to deliver the aggregate Merger Consideration pursuant to Section 2.4. In addition, Holdco shall make available by depositing (or causing to be deposited) cash, shares or other property with the Exchange Agent, as necessary from time to time after the Effective Time, sufficient to pay any dividends or distributions payable pursuant to Section 2.5(f) (the Holdco Common Stock to be deposited with the Exchange Agent, together with any cash, shares or other property necessary to pay any dividends or other distributions pursuant to Section 2.5(f) the "Exchange Fund").

(d) Each holder of shares of Cambridge Common Stock that are represented by Book Entry Shares or Certificates shall be entitled to receive in exchange for such holder's shares of Cambridge Common Stock that are represented by Book Entry Shares or Certificates, upon surrender to the Exchange Agent of a Book Entry Share or Certificate, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions (i) the Merger

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Consideration deliverable in respect of such holder's shares of Cambridge Common Stock represented by such holder's properly surrendered Book Entry Shares or Certificates in accordance with Section 2.4 and (ii) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 2.5(f), and Book Entry Shares or Certificates so surrendered shall forthwith be canceled, and Holdco's register of shareholders shall be updated accordingly. No interest will be paid or accrued on any Merger Consideration or on any unpaid dividends and distributions payable to holders of shares of Cambridge Common Stock.

(e) If delivery of shares of Holdco Common Stock in respect of shares of Cambridge Common Stock represented by a Book Entry Share or Certificate is directed by the Person in whose name the surrendered Book Entry Share or Certificate is registered to be made to a Person other than the Person in whose name the surrendered Book Entry Share or Certificate is registered, it shall be a condition of delivery that the Book Entry Share or Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer. Until so surrendered, each Book Entry Share and Certificate shall, after the Effective Time, represent for all purposes only the right to receive upon such surrender the Merger Consideration and any dividends or other distributions as contemplated by this Section 2.5 but shall not entitle its holder or any other Person to any rights as a stockholder of Holdco or Cambridge.

(f) No dividends or other distributions with respect to Holdco Common Stock deliverable with respect to the shares of Cambridge Common Stock shall be paid to the holder of any unsurrendered Book Entry Shares or Certificates until after those Book Entry Shares or Certificates are surrendered as provided in this Section 2.5. After surrender, there shall be delivered and/or paid to the holder of the Holdco Common Stock delivered in exchange therefor, without interest, (i) at the time of surrender, the dividends or other distributions payable with respect to those shares of Holdco Common Stock with a record date on or after the date of the Effective Time and a payment date on or prior to the date of this surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to those shares of Holdco Common Stock with a record date on or after the date of the Effective Time but with a payment date subsequent to surrender.

(g) In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder's compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable shares of Holdco Common Stock deliverable, and the dividends or other distributions payable, in respect of the shares of Cambridge Common Stock represented by the Certificate pursuant to Section 2.4.

(h) The Exchange Agent shall invest any cash deposited by Cambridge and/or Holdco in the Exchange Fund for the purpose of paying dividends or other distributions pursuant to Section 2.5(f), pending its disbursement to the relevant shareholders, in (i) short-term direct obligations of the United States of America or (ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest. Holdco shall be responsible for any losses of such cash and shall deposit additional cash with the Exchange Agent as may be required from time to time in order for the Exchange Agent to make the payments required by this Agreement. Any portion of the Exchange Fund that remains undistributed to the holders of Cambridge Common Stock on the date that is twelve (12) months after the Effective Time (including all interest and other income received by the Exchange Agent in respect to all funds made available to it) shall be delivered to Holdco upon demand. Any holders of Certificates or Book Entry Shares who have not theretofore complied with this Section 2.5 shall thereafter look only to Holdco (subject to abandoned property, escheat, unclaimed money or similar Laws) with respect to the Merger Consideration and any dividends or

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other distributions pursuant to Section 2.5(f). None of Holdco, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any shares of Holdco Common Stock, cash or other property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Laws.

Section 2.6 No Appraisal Rights. There are no appraisal rights available to holders of Cambridge Common Stock under the DGCL in connection with the Merger.

Section 2.7 Effect of the Merger on Cambridge Stock Options and Awards.

(a) Each option to purchase Cambridge Common Stock (a "Cambridge Stock Option") granted under the employee and director stock plans of Cambridge (the "Cambridge Stock Plans") that is outstanding immediately prior to the Effective Time and held by a current or former employee, director or consultant of Cambridge shall become vested in accordance with the terms of the Cambridge Stock Plans, the award agreement pursuant to which each such Cambridge Stock Option was granted and any other agreement between the holder of any such Cambridge Stock Option and Cambridge and at the Effective Time shall cease to represent a right to acquire Cambridge Common Stock and shall be converted, at the Effective Time, into a stock option to acquire shares of Holdco Common Stock (a "Holdco Stock Option") on substantially the same terms and conditions as were applicable under such Cambridge Stock Option. The number of shares of Holdco Common Stock subject to each such Holdco Stock Option shall be equal to the number of shares of Cambridge Common Stock subject to such option immediately prior to the Effective Time, and such Holdco Stock Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to the exercise price per share of Cambridge Common Stock of such option immediately prior to the Effective Time.

(b) Each award of restricted Cambridge Common Stock granted under a Cambridge Stock Plan that is outstanding and unvested or otherwise subject to forfeiture or other restrictions as of immediately prior to the Effective Time (the "Cambridge Restricted Shares") shall become vested in accordance with the terms of the Cambridge Stock Plans, the award agreement pursuant to which each such Cambridge Restricted Share was granted and any other agreement between the holder of any such Cambridge Restricted Shares and Cambridge at the Effective Time and shall be treated in a manner consistent with Section 2.4.

(c) Each award of restricted stock units, performance restricted stock units, performance shares, phantom shares or other similar rights or awards (an "Equity Right") granted under a Cambridge Stock Plan and relating to shares of Cambridge Common Stock (any such award a "Cambridge Equity Right" and such awards together with the Cambridge Stock Options and the Cambridge Restricted Shares, the "Cambridge Stock Awards") that is outstanding immediately prior to the Effective Time shall become vested in accordance with the terms of the Cambridge Stock Plans, the award agreement pursuant to which each such Cambridge Equity Right was granted and any other agreement between the holder of any such Cambridge Equity Right and Cambridge and shall be settled immediately prior to the Effective Time and the shares delivered shall be exchanged as provided in Section 2.4(c); provided that any shares of Holdco Common Stock issuable in connection with the vesting of any Cambridge Equity Rights that are restricted stock units will be issued in accordance with the terms of the award agreements pursuant to which such restricted stock units were granted or at such time or times as necessary to ensure that no additional Tax will be imposed under Section 409A of the Code, and at the Effective Time each Cambridge Equity Right shall cease to relate to or represent a right to receive shares of Cambridge Common Stock and shall be converted, at the Effective Time, into an Equity Right relating to Holdco Common Stock (a "Holdco Equity Right") of the same type and on the same terms and conditions as were applicable to the corresponding Cambridge Equity Right, except as adjusted hereby. The number of shares of Holdco Common Stock covered by each such Holdco

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Equity Right shall be equal to the number of shares of Cambridge Common Stock subject to the Cambridge Equity Right immediately prior to the Effective Time. All dividend equivalents credited to the account of each holder of a Cambridge Equity Right as of the Effective Time shall remain credited to such holder's account immediately following the Effective Time, subject to adjustment in accordance with the foregoing.

(d) As soon as practicable after the Effective Time, Holdco shall deliver to the holders of Cambridge Stock Awards appropriate notices setting forth such holders' rights pursuant to the respective Cambridge Stock Awards and stating that such Cambridge Stock Awards and the agreements relating thereto have been assumed by Holdco and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.7 after giving effect to the Merger and the terms of the Cambridge Stock Plans).

(e) Prior to the Effective Time, Cambridge shall take all necessary action for the adjustment of Cambridge Stock Awards under this Section 2.7; provided that such actions shall expressly be conditioned upon the consummation of the Merger and the other Transactions and shall be of no effect if this Agreement is terminated; and, provided further, that notwithstanding anything to the contrary in this Section 2.7 or otherwise in this Agreement, any assumption, adjustment or other treatment of the Cambridge Stock Awards, as contemplated under this Section 2.7 shall be performed in a manner that is in compliance with the adjustment requirements of Sections 409A and 424(a) of the Code and in compliance with all other applicable requirements of Section 409A of the Code such that no Tax or penalty under Section 409A shall result from such assumption, adjustment or other treatment contemplated under this Section 2.7. Holdco shall reserve for issuance a number of shares of Holdco Common Stock at least equal to the number of shares of Holdco Common Stock that will be subject to Holdco Stock Options and Holdco Equity Rights as a result of the actions contemplated by this Section 2.7 by taking the necessary action for the grant by Holdco of rights to subscribe for shares of Holdco Common Stock for that number of shares.

(f) At the Effective Time, if Holdco determines that it desires to do so, Holdco may assume any or all of the Cambridge Stock Plans. If Holdco elects to so assume any Cambridge Stock Plan, then under such Cambridge Stock Plan Holdco will be entitled to grant stock awards, to the extent permissible under applicable Laws, using the share reserves of such Cambridge Stock Plan as of the Effective Time (including any shares returned to such share reserves as a result of the termination or forfeiture of a Holdco Equity Right that is issued or granted in substitution of a Cambridge Stock Award pursuant to this Section 2.7), except that, following the Effective Time: (i) shares covered by such Cambridge Stock Plan will be shares of Holdco Common Stock; (ii) all references in such Cambridge Stock Plan to a number of shares will be deemed amended to refer instead to that number of shares of Holdco Common Stock (rounded down to the nearest whole share); and (iii) the Holdco Board or a committee thereof will succeed to the authority and responsibility of the Cambridge Board or any committee thereof with respect to the administration of such Cambridge Stock Plan.

(g) As soon as practicable following the Effective Time, Holdco shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the Holdco Common Stock subject to Holdco Equity Rights held by individuals who are employees or consultants of Holdco and its Subsidiaries immediately following the Closing Date.

(h) If, as a result of the Transactions, an excise Tax is imposed under section 4985 of the Code on any equity awards granted prior to the date hereof to the officers or directors of any of the parties hereto, Holdco, or one of its Affiliates, shall indemnify such Persons for any such excise Tax obligation with respect to such equity awards (including any such excise Tax on such indemnification amounts) so that, with respect to such equity awards, they would be in the same position as if no such excise Tax had been applied, on a net after tax basis.

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Section 2.8 Withholding. Notwithstanding anything in this Agreement to the contrary, Holdco, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the cash, Holdco Common Stock or other property otherwise payable pursuant to this Agreement (other than pursuant to Article VIII or Article IX) any amounts as may be required to be deducted and withheld with respect to the making of any payment under the Code or under any provision of state, local or foreign Tax Laws. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by Holdco, the Surviving Corporation or the Exchange Agent, as applicable, such amounts shall be treated for all purposes of this Agreement as having been paid to the recipient in respect of which such deduction and withholding was made.

ARTICLE III
RESTRUCTURING; HOLDCO MATTERS; CLOSING

Section 3.1 Restructuring. To facilitate the Transactions, from the date of this Agreement until and including the Closing Date, the Parties shall cooperate and take all steps necessary to effectuate the restructuring as outlined in the steps plan set forth in Section 3.1 of the Oxford Disclosure Letter (such steps plan, the "Restructuring Steps Plan" and the steps outlined therein, the "Restructuring") prior to the Closing, with such changes to the Restructuring Steps Plan as may be approved by each of Oxford and Cambridge (such approval not to be unreasonably withheld, conditioned or delayed). The Parties shall keep one another reasonably informed with respect to the status of, and any material developments in connection with, the Restructuring. All transfer documents required to implement the Restructuring shall be prepared by Oxford and shall be subject to prior review and approval by Cambridge, such approval not to be unreasonably withheld, conditioned or delayed.

Section 3.2 Holdco Matters.

(a) At the Closing, Holdco will convert into a public company with limited liability (naamloze vennootschap) named "CF N.V." (or such other name as Cambridge may select at its sole discretion) which conversion shall become effective immediately before the Distribution. Immediately following the moment the Conversion becomes effective, the articles of association of Holdco shall be amended in their entirety and adopted substantially in the form set forth on Exhibit A, with such changes and additions thereto as shall be determined by Cambridge (the "Holdco Articles of Association"). The Conversion will be effectuated pursuant to the execution of a Dutch law notarial deed before the De Brauw Notary (the "Conversion Deed").

(b) The issues of Holdco Common Stock pursuant to this Agreement shall be written up in the register of shareholders of Holdco maintained under the DCC as fully paid up and to credit the share capital and share premium accounts of Holdco as appropriate and required by the DCC.

(c) Cambridge and Holdco shall take all necessary action to cause the following to occur on the Closing Date, immediately following the Effective Time:

(i) (A) the Holdco Board shall consist of ten (10) directors; (B) eight (8) directors of Holdco shall be designated by Cambridge prior to the Closing; provided that such persons selected are members of the Cambridge Board immediately prior to the Closing; and (C) two (2) directors of Holdco shall be the ones specified in Section 3.2(c)(i)(C) of the Oxford Disclosure Letter.

(ii) the chairman of the Holdco Board shall be the individual who was the chairman of the Cambridge Board immediately prior to the Closing.

(iii) the officers of Holdco shall be the officers of Cambridge immediately prior to the Closing.

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Section 3.3 Closing.

(a) The closing of the Transactions (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 155 N. Wacker Dr., Chicago, IL 60606 (or, in the case of (i) the transfer of the Holdco-Purchased Equity Interests, at the offices of the Notary, and (ii) the Conversion, at the offices of the De Brauw Notary), on the later of (i) a date that is five (5) Business Days after the date on which all of the conditions set forth in Article X have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time and place as the Parties may agree and (ii) the earlier of (A) any date before the commencement of or during the Marketing Period specified by Cambridge upon no fewer than five (5) Business Days' notice to Oxford (it being understood that such date may be conditioned upon the simultaneous completion of the Financing) and (B) the first Business Day following the final day of the Marketing Period (such later date, the "Closing Date").

(b) At the Closing, Oxford and Holdco shall execute before the Notary instruments of transfer in customary form and otherwise reasonably satisfactory to Oxford and Holdco, and each of the Purchased Companies other than Firewater One will acknowledge the transfer of the relevant Holdco-Purchased Equity Interests by executing the relevant instrument of transfer before the Notary.

(c) At the Closing, Oxford Chem 2 and a direct or indirect Subsidiary of Holdco shall execute before a notary, if customary, instruments of transfer in customary form and otherwise reasonably satisfactory to Oxford Chem 2 and Cambridge, and Firewater One will acknowledge the transfer of the Cambridge-Purchased Equity Interests by executing the relevant instruments of transfer before a notary, if customary.

(d) At the Closing, Oxford shall deliver or cause to be delivered to Cambridge the following:

(i) Customary payoff letters and evidence of the release of Liens (other than Permitted Liens) in connection with the obligations of Oxford under Section 7.19.

(ii) A certificate of compliance of Oxford signed by its chief executive officer or chief financial officer, dated the Closing Date, confirming that the conditions in Sections 10.2(a), 10.2(b), 10.2(c) and 10.2(f) (including a reasonably detailed calculation of Net Indebtedness of the Target Companies) have been satisfied.

(iii) Counterparts of each of the Ancillary Agreements to be delivered at the Closing to which Oxford or any of its Affiliates are parties, duly executed by an authorized officer of the applicable Person.

(e) At the Closing, Cambridge shall deliver or cause to be delivered to Oxford the following:

(i) A certificate of compliance of Cambridge signed by its chief executive officer or chief financial officer, dated the Closing Date, confirming that the conditions in Sections 10.3(a), 10.3(b) and 10.3(c) have been satisfied.

(ii) Counterparts of each of the Ancillary Agreements to be delivered at the Closing to which Cambridge or any of its Affiliates are parties, duly executed by an authorized officer of the applicable Person.

(iii) By wire transfer of immediately available funds to an account or accounts designated by Oxford, the Firewater One Consideration.

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(f) At the Closing, Holdco shall deliver or cause to be delivered to Oxford the following:

(i) A written statement from the Exchange Agent certified by a duly authorized representative of Holdco evidencing a book entry position in the name of Oxford (or its designee) and reflecting that Oxford (or its designee) is the holder of the Share Consideration.

(ii) Counterparts of each of the Ancillary Agreements to be delivered at the Closing to which Holdco or any of its Affiliates are parties, duly executed by an authorized officer of the applicable Person.

(iii) By wire transfer of immediately available funds to an account or accounts designated by Oxford, the Holdco Cash Consideration, if any.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF OXFORD

Except (i) other than with respect to Sections 4.1, 4.2, 4.3, 4.4, 4.6 and 4.7, (A) as disclosed in the publicly available Oxford Reports filed with the Dutch Trade Register or the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) prior to the date of this Agreement (but excluding any risk factor disclosures contained under the heading "Risk Management and Compliance" (other than any factual information contained therein) and any disclosure of risks included in any "forward-looking statements" disclaimer), or (B) as disclosed in the publicly available MLP Reports filed with the SEC prior to the date of this Agreement (but excluding any risk factor disclosures contained under the heading "Risk Factors" (other than any factual information contained therein) and any disclosure of risks included in any "forward-looking statements" disclaimer) or (ii) as set forth in the disclosure letter delivered to Cambridge by Oxford at or prior to the execution of this Agreement (the "Oxford Disclosure Letter") and making reference to the particular section or subsection of this Agreement to which exception is being taken (provided that any information set forth in one section or subsection of the Oxford Disclosure Letter shall also be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on its face). Oxford represents and warrants to Cambridge that:

Section 4.1 Existence; Good Standing; Corporate Authority.

(a) Oxford and each Oxford Company party to any Oxford Transaction Agreement is a corporation or other legal entity duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of its jurisdiction of organization and any other jurisdiction in which the character of the properties owned or leased by it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in the aggregate (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Oxford and each Oxford Company party to any Oxford Transaction Agreement has all requisite corporate or similar organizational power and authority to own, operate and lease its properties and assets and to carry on its business, except where the failure to have such power and authority, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

(b) Each of the Target Companies is a corporation or other legal entity duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of its jurisdiction of organization and any other jurisdiction in which the character of the properties owned or leased by

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it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in the aggregate, has not had an Oxford Material Adverse Effect. Each of the Target Companies has all requisite corporate or similar organizational power and authority to own, operate and lease its properties and assets and to carry on its business, except where the failure to have such power and authority, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. True and correct copies of the Charter Documents of each Target Joint Venture and each material Target Company have been made available to Cambridge, as amended as of the date of this Agreement.

Section 4.2 Authorization, Validity and Effect of Agreements. Oxford and each Oxford Company party to any Oxford Transaction Agreement has the requisite corporate or similar organizational power and authority to execute and deliver, and perform their respective obligations under, each of the Oxford Transaction Agreements entered into by such Person and, upon receipt of the Oxford Stockholder Approval, to consummate the Transactions. The execution and delivery of, and the performance of each of their respective obligations under, the Oxford Transaction Agreements entered into by such Person, and the consummation by Oxford and each Oxford Company party to any Oxford Transaction Agreement of the Transactions have been duly authorized by all requisite corporate or similar organizational action on behalf of Oxford or the applicable Oxford Company, other than the receipt of the Oxford Stockholder Approval. Assuming each Oxford Transaction Agreement constitutes the valid and legally binding obligation of the other parties thereto, each Oxford Transaction Agreement constitutes the valid and legally binding obligation of Oxford and each Oxford Company party to such Oxford Transaction Agreement, enforceable against Oxford and each Oxford Company party to such Oxford Transaction Agreement in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors' rights generally and general principles of equity.

Section 4.3 Capitalization of Purchased Companies. The authorized and outstanding Capital Stock of each Purchased Company is as set forth in Section 4.3 of the Oxford Disclosure Letter. Oxford is the direct or indirect owner of all Capital Stock of the Purchased Companies. All issued and outstanding Capital Stock of each Purchased Company is duly authorized and validly issued in accordance with applicable Laws and its Charter Documents and is fully paid (to the extent required by its Charter Documents), non-assessable (except to the extent such non-assessability may be affected by applicable Laws) and were not issued in violation of any preemptive rights. There are no outstanding shares of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate any Purchased Company to issue, transfer, sell or register any shares of Capital Stock of such Purchased Company. No Purchased Company has any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equity holders of such Purchased Company.

Section 4.4 Target Company Subsidiaries. The authorized and outstanding Capital Stock of each Target Company Subsidiary and each Target Joint Venture is as set forth in Section 4.4 of the Oxford Disclosure Letter. The Purchased Companies are, directly or indirectly, the record and beneficial owner of (a) all of the outstanding Capital Stock of each Target Company Subsidiary, other than the Target Joint Ventures and MLP and (b) all of the Capital Stock of each Target Joint Venture and MLP owned by a Target Company, in each case free and clear of any Liens. All issued and outstanding Capital Stock of each such Target Company Subsidiary and Target Joint Venture is duly authorized and validly issued in accordance with applicable Laws and its Charter Documents and is fully paid (to the extent required by its Charter Documents), non-assessable (except to the extent such non-assessability may be

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affected by applicable Laws) and were not issued in violation of any preemptive rights. There are no outstanding shares of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate any Target Company Subsidiary or Target Joint Venture to issue, transfer, sell or register any shares of Capital Stock of such Target Company Subsidiary or Target Joint Venture. No Target Company Subsidiary or Target Joint Venture has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equity holders of such Target Company Subsidiary or Target Joint Venture. Except for the Capital Stock of the Target Company Subsidiaries or Target Joint Ventures, the Purchased Companies do not own, directly or indirectly, any Capital Stock in any Person. No Target Company (other than a Target Joint Venture located in China) has, and, after the Closing, Cambridge and its Subsidiaries (other than a Target Joint Venture located in China) will not have, any material Liabilities related to or on account of any Target Joint Venture located in China or any other material obligations with respect to any Target Joint Venture located in China, other than, in each case, any Liabilities or obligations related to the Distribution Agreement between DSM Trading (Shanghai) Limited and Shanxi FengHe Melamine Co., Ltd.

Section 4.5 No Conflict.

(a) Neither the execution and delivery by Oxford or any Oxford Company party to any Oxford Transaction Agreement, the compliance by each of them with all of the provisions of and the performance by each them of their respective obligations under the Oxford Transaction Agreements, to which Oxford or such Oxford Company is a party, nor, subject to the filings and other matters referred to in Section 4.5(b), the consummation of the Transactions by Oxford or such Oxford Company in accordance with the terms thereof will: (i) subject to receipt of the Oxford Stockholder Approval, conflict with or result in a breach of any provisions of the Charter Documents of Oxford or any of its Subsidiaries; (ii) violate, or conflict with, or result in a breach of any provision of, result in any acceleration of any rights or obligations under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or otherwise result in creation of a Lien (other than a Permitted Lien) under, any of the terms, conditions or provisions of, with respect to the Target Companies, any Material Contract, and with respect to Oxford and its other Subsidiaries, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, Contract, agreement, joint venture or other instrument or obligation to which Oxford or any of its Subsidiaries is a party, or by which Oxford or any of such Subsidiaries or any of their respective properties or assets may be bound or affected; or (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Oxford or any of its Subsidiaries or any of their respective properties or assets, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, (x) has not had an Oxford Material Adverse Effect and (y) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

(b) Neither the execution and delivery by Oxford or any Oxford Company party to any Oxford Transaction Agreement, the compliance by each of them with all of the provisions of and the performance by each of them of their respective obligations under the Oxford Transaction Agreements to which they are a party, nor the consummation of the Transactions by Oxford or such Oxford Company in accordance with the terms thereof, will require any Governmental Approvals other than (i) filings required under the HSR Act, (ii) filings and notifications required under applicable non-U.S. Antitrust Laws, (iii) the filing of a listing application with the NYSE pursuant to Section 7.13, and (iv) filings under the DPA ((i), (ii), (iii) and (iv) collectively, the "Regulatory Filings"), except where the failure to make or obtain such Governmental Approvals,

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individually or in the aggregate, (x) has not had an Oxford Material Adverse Effect and (y) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Except for the consents, approvals and notices listed in Section 4.5(b)(ii) of the Oxford Disclosure Letter and the Governmental Approvals set forth in the preceding sentence, neither the execution and delivery by Oxford or any Oxford Company party to any Oxford Transaction Agreement of the Oxford Transaction Agreements to which they are a party, the compliance by each of them with all of the provisions of and the performance by each of them of their respective obligations under the Oxford Transaction Agreements to which they are a party, nor the consummation of the Transactions by Oxford or any Oxford Company party to any Oxford Transaction Agreement in accordance with the terms thereof will require any consent or approval of or notice to any Governmental Body, except where the failure to obtain any such consent or approval or provide any such notice, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

Section 4.6 Board Approval. The Oxford Board, at a meeting duly called and held, (a) determined that the Oxford Transaction Agreements and the Transactions are in the best interests of Oxford and its stakeholders, including the stockholders of Oxford, (b) approved the Oxford Transaction Agreements and the Transactions and (c) recommended approval of the Transactions by the stockholders of Oxford (the "Oxford Board Recommendation"). The Oxford Board has received the opinion of Zaoui & Co. S.A., dated December 18, 2015, substantially to the effect that, as of such date, and subject to the limitations, assumptions and other matters considered in the preparation thereof as set forth therein, the Aggregate Consideration (as defined in such opinion) is fair, from a financial point of view, to the Oxford stockholders. The Oxford Board has received the opinion of Merrill Lynch International (Merrill Lynch International and Zaoui & Co. S.A. collectively, the "Oxford Financial Advisors"), dated December 18, 2015, substantially to the effect that, as of such date, and subject to the limitations, assumptions and other matters considered in the preparation thereof as set forth therein, the Consideration (as defined in such opinion) is fair, from a financial point of view, to Oxford.

Section 4.7 Vote Required. The only approval of the stockholders of Oxford that is required for Oxford to consummate the Transactions (including pursuant to section 2:107a DCC and for the Distribution) is the affirmative vote of a simple majority of the votes cast at the Oxford Stockholder Meeting (or, only with regards to the resolution regarding the approval of the Distribution, in the event that less than one half of the issued share capital is represented at the Oxford Stockholder Meeting, the affirmative vote of a two-thirds (2/3) majority of votes cast at such meeting) approving the Transactions, in accordance with applicable Laws (such approval, the "Oxford Stockholder Approval").

Section 4.8 Oxford Reports; Financial Statements; Indebtedness.

(a) Oxford has publicly disclosed, as required by the Dutch Trade Register and the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), all documents (including exhibits and any amendments thereto) required to be so disclosed by it since February 1, 2013, pursuant to applicable Dutch Laws (collectively, the "Oxford Reports"). As of its respective date, each Oxford Report (i) complied in all material respects with the applicable requirements of applicable Dutch Laws and (ii) was true and accurate in all material respects and did not require any further disclosure or update to prevent any such prior disclosure from being materially incorrect, misleading or incomplete by reference to the date of the relevant disclosure (except for any statements in any Oxford Report that have been modified by any further disclosure or update to such report filed with the Dutch Trade Register and the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) prior to the date of this Agreement). Each of the consolidated statements of financial position included in or incorporated by reference into the Oxford Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and

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regulations of the applicable Dutch Governing Body with respect thereto and, in all material respects, gives a true and fair view (getrouw beeld) of the consolidated financial position of Oxford and its consolidated Subsidiaries as of its date, and each of the consolidated statements of profit or loss and other comprehensive income, cash flows and changes in equity included in or incorporated by reference into the Oxford Reports (including any related notes and schedules), in all material respects, gives a true and fair view (getrouw beeld) of the consolidated results of operations, cash flows or changes in stockholders' equity, as the case may be, of Oxford and its consolidated Subsidiaries for the periods set forth therein (the "Oxford Financial Statements") (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by the applicable Laws or the applicable Dutch Governing Body and (y) normal year-end audit adjustments and any other adjustments described therein, including the notes thereto), in each case in accordance with IFRS consistently applied during the periods involved, except as may be noted therein.

(b) MLP has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the "MLP Reports"). As of its respective date, each MLP Report (i) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the Sarbanes-Oxley Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any MLP Report that have been modified by an amendment to such report filed with the SEC prior to the date of this Agreement. Each of the consolidated balance sheets included in or incorporated by reference into the MLP Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of MLP and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and member's capital and partners' capital included in or incorporated by reference into the MLP Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, cash flows or changes in stockholders' equity, as the case may be, of MLP and its consolidated Subsidiaries for the periods set forth therein (the "MLP Financial Statements") (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

(c) A true and correct copy of (i) the audited financial statements as of and for the years ended December 31, 2014 and 2013 and (ii) the unaudited financial statements as of and for the six (6) months ended June 30, 2015 of IFCO (collectively, the "IFCO Financial Statements") has been made available to Cambridge. Each of the consolidated balance sheets included in the IFCO Financial Statements (including related notes and schedules) fairly presents in all material respects the financial position of IFCO as of its date, and each of the statements of operations, member's equity and cash flows of IFCO included in the IFCO Financial Statements (including any related notes and schedules) fairly presents in all material respects the statements of operations, member's equity and cash flows, as the case may be, of IFCO for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

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(d) A true and correct copy of (i) the audited consolidated financial statements as of and for the years ended December 31, 2014 and 2013 and (ii) the unaudited consolidated financial statements as of and for the six (6) months ended June 30, 2015 of Oxford Nitrogen (collectively, the "Nitrogen Financial Statements") has been made available to Cambridge. Each of the consolidated balance sheets included in the Nitrogen Financial Statements (including related notes and schedules), in all material respects, gives a true and fair view (getrouw beeld) of the consolidated financial position of Oxford Nitrogen and its consolidated Subsidiaries as of the its date, and each of the consolidated statements of profit and loss, and recognized income and expense of Oxford Nitrogen and its consolidated Subsidiaries included in the Nitrogen Financial Statements (including any related notes and schedules), in all material respects, gives a true and fair view (getrouw beeld) of the consolidated statements of profit and loss, and recognized income and expense, as the case may be, of Oxford Nitrogen and its consolidated Subsidiaries for the periods set forth therein, (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with Part 9 of Book 2 of the Dutch Civil Code consistently applied during the periods involved, except as may be noted therein.

(e) Section 4.8(e) of the Oxford Disclosure Letter sets forth as of the date of this Agreement the principal amount of all Indebtedness of the Target Companies for money borrowed from third parties.

(f) Oxford has heretofore furnished to Cambridge true and correct copies of all comment letters from the SEC since January 1, 2013 through the date of this Agreement with respect to any of the MLP Reports, together with all written responses thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the MLP Reports, and, to the knowledge of Oxford, none of the MLP Reports are subject to ongoing SEC review.

(g) MLP maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) designed to provide reasonable assurance to MLP regarding the reliability of MLP's financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. MLP has evaluated the effectiveness of MLP's internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable MLP Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. MLP has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to MLP's auditors and the audit committee (A) all "significant deficiencies" and "material weaknesses" in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect MLP's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in MLP's internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Cambridge prior to the date of this Agreement. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them in the Statements of Auditing Standard No. 5, as in effect on the date of this Agreement.

(h) MLP maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) reasonably designed to ensure that all information required to be disclosed by MLP in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to MLP's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive

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officer and chief financial officer of MLP required under the Exchange Act with respect to such reports.

(i) To the knowledge of Oxford, as of the date of this Agreement, there are no governmental inquiries or investigations or internal investigations pending or threatened in each case regarding any accounting practices of the Target Companies or the Oxford Companies (with respect to the Business or any Target Company) or any malfeasance by any director or executive officer of any Target Company or the Oxford Companies (with respect to the Business or any Target Company).

Section 4.9 Absence of Undisclosed Liabilities. To the knowledge of Oxford, as of the date of this Agreement, none of the Target Companies has any liabilities or obligations (whether or not accrued, contingent or otherwise) required by IFRS or GAAP, as applicable, to be reflected on its consolidated balance sheet or statement of financial position, except for liabilities and obligations:

(a) reflected on or reserved against in (i) the IFCO Financial Statements as of June 30, 2015; (ii) the Nitrogen Financial Statements as of June 30, 2015; (iii) the MLP Financial Statements as of the most recent period ended date prior to the date of this Agreement that was filed with the SEC; and (iv) to the extent relating to the Business, the Oxford Financial Statements as of the most recent period ended prior to the date of this Agreement that was filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten);

(b) incurred in the ordinary course of business consistent with past practice since (i) June 30, 2015 in the case of IFCO and its Subsidiaries and Oxford Nitrogen and its Subsidiaries; (ii) in the case of MLP and its Subsidiaries, the most recent period ended date prior to the date of this Agreement that was filed with the SEC and (iii) in the case of Oxford and its Subsidiaries, the most recent period ended date prior to the date of this Agreement that was filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten); or

(c) that have not had, and would not reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect.

Section 4.10 Absence of Certain Changes.

(a) From December 31, 2014 until the date of this Agreement, and except for the Transactions, each of the Target Companies has conducted the Business in all material respects in the ordinary course consistent with past practice.

(b) From December 31, 2014 until the date of this Agreement, there has been no change, development, event, occurrence, effect or state of facts that has had an Oxford Material Adverse Effect.

(c) From December 31, 2014 until the date of this Agreement, and except for the Transactions, there has not been any action taken by Oxford (and Oxford has not caused or permitted any Target Company to take any action) that, if taken during the period from the date of this Agreement through the Closing Date without Cambridge's consent, would constitute a breach of clauses (8), (9), (15), (16) or (20) of Section 7.1(b).

Section 4.11 All Assets of Business.

(a) As of the Closing Date, the Oxford Companies will not hold any material assets (whether tangible or intangible), rights or properties used in the Business. One or more of the Target Companies has good and valid title or a valid leasehold interest in all of the material tangible personal property used in, or held for use by, the Business free and clear of any Liens other than Permitted Liens.

(b) No Target Company has entered into any amendments to the applicable Contracts of any of the Target Companies pursuant to, or has made any payments under, that certain letter

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agreement, dated as of November 14, 2014, between Orascom Holding Cooperatief U.A. and Oxford (the "Reimbursement Agreement").

Section 4.12 Title to Purchased Equity Interests. Oxford or one or more of its wholly-owned Subsidiaries have good, valid and marketable title (or the jurisdictional equivalent) to all of the Purchased Equity Interests, free and clear of any Liens.

Section 4.13 Compliance with Laws; Permits.

(a) Except as has not had an Oxford Material Adverse Effect, no Target Company is, or since February 1, 2013, has been, in violation of any applicable Law, and no written claim is pending or, to the knowledge of Oxford, threatened, by a Governmental Body, with respect to any such matters.

(b) Except as has not had an Oxford Material Adverse Effect, the Target Companies hold or have obtained all Governmental Approvals that are necessary to entitle (i) the Target Companies to carry on and conduct the Business to the extent currently conducted by them and (ii) Oxford to invest, directly or indirectly, in the Target Companies (collectively, the "Oxford Governmental Permits"). To the knowledge of Oxford, there are no material impediments to each of IFCO and Natgasoline obtaining all material Governmental Approvals that will be necessary to entitle it to carry on and conduct its portion of the Business once operational. The Target Companies are in compliance with all terms and conditions of the Oxford Governmental Permits and all Oxford Governmental Permits are valid and in full force and effect and there exists no default thereunder or breach thereof, in each case except as has not had, individually or in the aggregate, an Oxford Material Adverse Effect. No Governmental Body has taken, or to the knowledge of Oxford, threatened to take, any action to terminate, cancel or reform any Oxford Governmental Permit except as has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

(c) As of the date of this Agreement, (i) there are no material lawsuits, claims, suits or proceedings pending or, to the knowledge of Oxford, threatened, against any Target Company or any of their assets or properties, (ii) to the knowledge of Oxford, no material investigations are pending or have been threatened by any Governmental Body and (iii) there are no material lawsuits, claims, suits or proceedings against any director or officer of any Target Company relating to the performance of their duties as directors or officers, as applicable.

(d) No material order, writ, fine, injunction, decree, judgment, award or determination of any Governmental Body or any arbitral or other dispute resolution body has been issued or entered against any Target Company or any of their respective assets or properties.

Section 4.14 Taxes.

(a) All material Tax Returns required to be filed by or on behalf of each Target Company have been duly and timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time within which to make such filings), and all such Tax Returns are true, correct, and complete in all material respects. All material Taxes (whether or not shown on any Tax Return) required to be paid by each Target Company have been timely paid. All required material estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each Target Company.

(b) Each Target Company has complied in all material respects with all applicable Laws relating to the withholding of Taxes and have duly withheld and paid over to the appropriate Tax Authority all material Taxes required to be so withheld and paid over.

(c) No Target Company has waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency, which waiver or extension is currently in effect. No Target Company is currently the beneficiary of any

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extension of time within which to file any Tax Return, other than an extension which is automatically granted upon the request of a taxpayer.

(d) All material deficiencies asserted in writing or material assessments made in writing as a result of any examinations by any Tax Authority of Tax Returns of any Target Company have been fully paid, and no other material audits or material investigations by any Tax Authority relating to any Tax Returns of any Target Company are in progress with respect to which any Target Company or Oxford Company has received written notice from a Tax Authority.

(e) No Target Company will be required to include any material item of income or exclude any material item of deduction from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) closing or similar agreement with any Tax Authority executed on or prior to the Closing Date, (ii) change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date, (iii) intercompany transaction occurring on or before the Closing or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) existing on the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date.

(f) No Target Company is a party to any Tax allocation or sharing agreement with a Person (other than another Target Company), other than agreements entered into by any Target Company in the ordinary course of its business, the primary purpose of which does not relate to Taxes.

(g) No Target Company (i) has been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than an Affiliated Group the common parent of which is another Target Company) or (ii) has any liability for Taxes of any Person (other than another Target Company) arising from the application of Treasury Regulation Section 1.1502-6 or any analogous provision of state, local or non-U.S. Law.

(h) There are no Liens for Taxes on any of the Purchased Equity Interests or any of the assets of any of the Target Companies, other than Permitted Liens.

(i) Except with respect to the Separation, no Target Company has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in a distribution within the past two (2) years or which could constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Transactions.

(j) All material related party transactions involving each of the Target Companies have been conducted at arm's length in compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of non-U.S., state and local law, and each Acquired Company has maintained in all material respects all necessary documentation in connection with such related party transactions in accordance with Sections 482 and 6662 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of non-U.S., state and local law.

(k) No Target Company is a "controlled foreign corporation" within the meaning of Section 957 of the Code.

(l) No Target Company has engaged in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(m) No Target Company has any Tax liability resulting from or in connection with Oxford's and its Affiliates' exit from Egypt or the separation of Oxford Construction Limited and its Affiliates from Oxford and its Affiliates.

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(n) Each Target Company is and has been throughout the past seven (7) years, or for the period of a Target Company's existence if less than seven (7) years, resident for Tax purposes in its jurisdiction of incorporation and no Target Company is or has been a resident or subject to Tax in any jurisdiction other than that of its incorporation for any Tax purpose. No Target Company is an agent of another Person for the purpose of assessing the latter to Tax in the country of residence of that Target Company.

(o) There are no material agreements, concessions, dispensations, permissions, undertakings or other arrangements of any Target Company which have been made with or by any Tax Authority regarding or affecting the Tax treatment of any Target Company.

Section 4.15 Oxford Benefit Plans.

(a) Section 4.15(a) of the Oxford Disclosure Letter contains a list of all material Oxford Benefit Plans. Oxford has provided or made available to Cambridge true and complete copies of the material, written Oxford Benefit Plans, all material amendments thereto and, if applicable and material, the most recent trust agreements, Forms 5500, summary plan descriptions and all summaries of material modifications, funding statements, annual reports, actuarial reports and Internal Revenue Service determination or opinion letters for each such plan.

(b) All applicable reporting and disclosure requirements have been met in all material respects with respect to the Oxford Benefit Plans; to the extent applicable, the Oxford Benefit Plans comply in all material respects with the requirements of ERISA and the Code and with all other Laws of any applicable jurisdiction, and any Oxford Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service and to the knowledge of Oxford, nothing has occurred that would reasonably be expected to affect such qualification; the Oxford Benefit Plans have been maintained and operated in all material respects in accordance with their terms, and there are no breaches of fiduciary duty in connection with the Oxford Benefit Plans; there are no pending or, to the knowledge of Oxford, threatened claims against or otherwise involving any Oxford Benefit Plans, and no suit, action or other litigation (excluding routine claims for benefits incurred in the ordinary course of Oxford Benefit Plan activities) has been brought against or with respect to any Oxford Benefit Plans, in each case except as would not reasonably be expected to result in any material liability; and all contributions, premiums and other payments required to have been made with respect to the Oxford Benefit Plans have been timely made or provided for or accrued in accordance with IFRS or GAAP.

(c) No Oxford Benefit Plan is (i) a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA), (ii) a "multiple employer plan" (within the meaning of Section 413(c) of the Code) or (iii) subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

(d) (i) Neither the execution of the Oxford Transaction Agreements nor the consummation of the Transactions shall cause any payments or benefits to any current or former employee, officer or director of any Target Company to either be subject to an excise Tax or be non-deductible under Sections 4999 and 280G of the Code, respectively, whether or not some other subsequent action or event would be required to cause such payment or benefit to be triggered and (ii) the execution of, and performance of the Transactions as contemplated by, the Oxford Transaction Agreements shall not (either alone or upon the occurrence of any additional or subsequent event) constitute an event under any Benefit Plan, policy, arrangement or agreement or any trust or loan (in connection therewith) that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any Affected Employee. Notwithstanding the foregoing, no Target Benefit Plan, policy, arrangement or agreement or any trust or loan will or may result in any payment (whether of severance or pay or otherwise), acceleration, forgiveness of Indebtedness,

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vesting, distribution, increase in benefits or obligations to fund benefits with respect to any current or former employee, officer or director of any Target Company as a result of the Transactions contemplated by the Oxford Transaction Agreements (either alone or upon the occurrence of any additional or subsequent event).

(e) No Target Benefit Plan covering Affected Employees based in the United States provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for Affected Employees for periods extending beyond their retirement or other termination of service other than coverage mandated by Law.

(f) Since January 1, 2005, each Oxford Benefit Plan that is a nonqualified deferred compensation plan or arrangement has been maintained in good faith operational compliance with Section 409A of the Code and, at all times since December 31, 2008, each Oxford Benefit Plan that is a nonqualified deferred compensation plan or arrangement has been in documentary compliance with Section 409A of the Code, except for such noncompliance that may be corrected under IRS Notice 2008-113, IRS Notice 2010-6 or IRS Notice 2010-80 or has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

(g) All grants made under the OCI N.V. 2013 Employees Incentive Plan and the Rules of the OCI N.V. Bonus/Matching Plan (together, the "Oxford Equity Plans") to employees of the Target Companies, Oxford or any of their respective Affiliates who will become Affected Employees as of the Effective Time and that are outstanding as of immediately prior to the Effective Time shall be treated by Oxford in accordance with the terms of such plans and any award agreements governing such grants and no payment or other treatment with respect to such grants shall result in any liability to any such employee or other Person under Section 409A of the Code. Neither Cambridge, Holdco or any of their respective Affiliates shall at any time have any liability under or with respect to the Oxford Equity Plans or any grants or awards made thereunder.

(h) With respect to all Oxford Benefit Plans that are not subject to Laws of the United States (the "Oxford Foreign Business Plans"), (i) each such Oxford Foreign Business Plan is in material compliance with all applicable Laws and has been operated in accordance with its terms and (ii) all contributions required to have been made under such Oxford Foreign Business Plans have been timely made and all liabilities thereunder have been properly accrued on (A) the MLP Financial Statements; (B) the IFCO Financial Statements; or (C) the Nitrogen Financial Statements, as applicable.

Section 4.16 Labor Matters.

(a) To the knowledge of Oxford, no Target Company has received any written notice of resignation since June 30, 2015 from any executive officer actively employed as of the date hereof.

(b) The Parties acknowledge that one or more Target Companies may be party to, or may be bound by, a Collective Bargaining Agreement (including to or by the Oxford Nitrogen Collective Bargaining Agreement and other Collective Bargaining Agreements as ordinarily applicable to the industry or business in which the Target Companies operate), that a Collective Bargaining Agreement is or may be currently negotiated, and that unions, labor organizations, works councils or similar employee representatives are active within any of the Target Companies. The provisions of any Collective Bargaining Agreement applicable to one or more Target Companies largely contain working arrangements that are customary to the industry or business in which such Target Companies operate. To the knowledge of Oxford, there are no organizational efforts by any union, labor organization, works council or similar employee representative body being made or threatened in connection with the Business.

(c) No Target Company (i) has received any written complaint of any unfair labor practice or other unlawful employment practice or any written notice of any material violation of any Laws

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with respect to the employment or engagement of individuals by, or the employment practices of, any Target Company or the work conditions or the terms and conditions of employment and wages and hours of their respective businesses and (ii) there are no unfair labor practice charges or other employee-related complaints against any Target Company pending or, to the knowledge of Oxford, threatened, before any Governmental Body by or concerning the employees or independent contractors working in the Business, the Target Companies or otherwise, in each case of (i) and (ii) that would reasonably be expected to result in any material liability.

(d) Each Target Company is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, working conditions of independent contractors, former independent contractors and prospective independent contractors, wages and hours, pay equity, discrimination, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, health and labor insurance programs, personal rights, equal employment opportunity, immigration, work authorization, social security, workers' compensation, affirmative action, leave issues, plant closures, layoffs or any other labor and employment-related matters and no Target Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or independent contractors or employment practices. Each Dutch Target Company has implemented or is in the process of implementing the Dutch Work and Security Act (Wet Werk en Zekerheid) which came into force on July 1, 2015.

(e) To the knowledge of Oxford, with respect to the Business, all Affected Employees of any Oxford Company or any Target Company have been properly classified as "employees" or "independent contractors" (or the equivalent foreign terms) and as "exempt" or "non-exempt" (or equivalent foreign terms) for all purposes in the jurisdictions where such classifications are applicable, and all compensation paid to the Affected Employees of the Target Companies has been properly reported for all such purposes.

(f) In the last twelve (12) months no Target Company has been involved in any industrial strike, or any material industrial or trade dispute or any dispute or negotiation regarding a claim with any trade union or other body representing employees or former employees of any Target Company.

(g) The execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of any Collective Bargaining Agreement, and in connection with the execution of this Agreement and the consummation of the Transactions, either: (i) any Target Company other than Oxford Nitrogen is not required to provide notice to or consult with or (ii) any Target Company (including Oxford Nitrogen) has timely provided any required notice to, or has timely completed any required consultation procedure with and, if applicable, has obtained an unconditional advice from, any labor union, works council or other labor organization or Governmental Body, pursuant to any Collective Bargaining Agreement to which any Target Company is a party or bound, or pursuant to applicable Laws.

Section 4.17 Environmental Matters.

(a) Each Target Company is, and for the previous five (5) years has been, in compliance with all applicable Environmental Laws and Environmental Permits with respect to the Business and the ownership and operation of the Oxford Real Property, excluding such noncompliance that has not had, individually or in the aggregate, an Oxford Material Adverse Effect. To the knowledge of Oxford, no environmental condition or environmental compliance issue exists at any of the Oxford Real Property that interferes with the conduct of their respective businesses thereon in the manner now conducted or that is reasonably likely to interfere with continued compliance with any applicable Environmental Law, excluding such condition or noncompliance that has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

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(b) Excluding any of the following matters that have been fully resolved with no further obligations, financial or otherwise, or potential or future liability, no Target Company: (i) has received any written notice of noncompliance with, violation of, or liability or potential liability under, any Environmental Law; (ii) is subject to any consent decree, settlement agreement or order or is subject to any order of any Governmental Body or tribunal under any Environmental Law; (iii) is subject to any Environmental Claims; or (iv) has received any requests for information, including pursuant to CERCLA or the Clean Air Act, or other notices indicating that said Target Company is the subject of an investigation pursuant to Environmental Law, except, in each case, that has not had, individually or in the aggregate, an Oxford Material Adverse Effect.

(c) The Target Companies (or where applicable and to the knowledge of Oxford, third parties providing site services to the Target Companies at the complex in Beaumont, Texas) hold all material Environmental Permits required for the construction, modification, operation and maintenance of the Oxford Real Property and the conduct of the Business as conducted as of the date of this Agreement and as of the Closing Date (collectively, the "Oxford Environmental Permits"). The Target Companies (or where applicable and to the knowledge of Oxford, third parties providing site services to the Target Companies at the complex in Beaumont, Texas) are in compliance with all terms and conditions of the Oxford Environmental Permits, excluding any noncompliance, that has not had, and would not reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect. The Oxford Environmental Permits are valid and in full force and effect, and all renewals have been timely applied for, except as has not had, individually or in the aggregate, an Oxford Material Adverse Effect. No Governmental Body has provided written notice of any actual or threatened action to terminate, suspend, cancel or reform any material Oxford Environmental Permit, provided, that with respect to such Environmental Permits held by third parties, the foregoing shall be subject to the knowledge of Oxford.

(d) There have been no Releases of Materials of Environmental Concern at the Oxford Real Property that have had, individually or in the aggregate, an Oxford Material Adverse Effect under Environmental Laws, and, to the knowledge of Oxford, there have been no Releases of Materials of Environmental Concern at properties that were formerly owned, operated or leased by the Target Companies that have had, individually or in the aggregate, an Oxford Material Adverse Effect.

(e) None of the Oxford Real Property is subject to a Lien (other than a Permitted Lien) or an activity or use limitation issued or filed pursuant to Environmental Laws that would be reasonably likely to prohibit, restrict or limit the use of the Oxford Real Properties in a manner that is materially inconsistent with the use of such properties as of the date of this Agreement.

(f) None of the Target Companies, by agreement has assumed or retained any liabilities arising pursuant to Environmental Law of any other Person, including any former owners or operators of the Oxford Real Property or any predecessors of the Target Companies, except for such liabilities that have not had, and would not reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect.

Section 4.18 Intellectual Property.

(a) Section 4.18(a) of the Oxford Disclosure Letter contains an accurate and complete list (in all material respects) of (i) all material United States and foreign Patents, Trademarks and copyright registrations and applications owned by any Target Company that are part of the Oxford Intellectual Property Rights (the "Registered Oxford IP Rights"); (ii) all material Target Company IP Contracts (excluding shrink wrap, click-wrap or other readily commercially available similar licenses with respect to off-the-shelf software) pursuant to which any Target Company has been granted the right by a third party to use in the Business any material Intellectual Property, accurately describing the title of each agreement and the parties thereto; (iii) all material Target

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Company IP Contracts (excluding non-exclusive licenses to customers, suppliers, distributors or service providers that are ancillary to the purpose of such agreements as entered into in the ordinary course of business) pursuant to which any Target Company grants to any third party the right to use any material Oxford Intellectual Property Rights, accurately describing the title of each agreement and the parties thereto.

(b) (i) The Intellectual Property owned by the Target Companies or licensed from third parties constitute all of the material Intellectual Property used or held for use in the Business; (ii) the execution, delivery and performance of the Oxford Transaction Agreements and the consummation of the Transactions will not cause the forfeiture, termination, cancellation or abandonment of any of the Registered Oxford IP Rights, or termination of or loss of rights under any of the Target Company IP Contracts, subject to the expiration of any of the Registered Oxford IP Rights pursuant to applicable Law, except as, individually or in the aggregate, would not materially impair or interfere with the Business; (iii) all Registered Oxford IP Rights are in effect and subsisting and, to the knowledge of Oxford, none of the Registered Oxford IP Rights are being opposed or are the subject of any interference, reexamination request or other similar proceeding requesting reconsideration of the grant of such rights; (iv) the Target Companies have entered into agreements with, or have otherwise required assignment (including by operation of Law) by, its employees and contractors as reasonably required to assign to the Target Companies such employees' and contractors' (as applicable) ownership rights in any material Oxford Intellectual Property Rights purported to be owned by the Target Companies; and (v) the Target Companies have each taken reasonable measures to protect the confidentiality of any material trade secrets included in the Oxford Intellectual Property Rights.

(c) Except as has not had, individually or in the aggregate an Oxford Material Adverse Effect: (i) no claim or litigation asserting infringement, misappropriation or other violation of any Oxford Intellectual Property Rights owned by any Target Company is pending or threatened in writing by any Target Company, or, to the knowledge of Oxford, any other Person; (ii) no claim or litigation challenging the validity or enforceability of any of the Oxford Intellectual Property Rights owned by any Target Company is pending or threatened in writing against any Target Company; (iii) to the knowledge of Oxford, no Person is infringing, misappropriating or otherwise violating the Oxford Intellectual Property Rights owned by any Target Company; (iv) the conduct of the Business as presently conducted and as conducted since February 1, 2013, including any product, service or activity of the Business, does not infringe, misappropriate or otherwise violate the Intellectual Property of any Person; and (v) no Target Company has, since February 1, 2013, received any written charge, complaint, claim or notice alleging that the conduct of the Business has infringed, misappropriated or otherwise violated any Intellectual Property of any Person.

(d) Since February 1, 2013, there have been no security breaches of or disruptions to any Target Company's respective information technology systems that have had, or would reasonably be expected to have, individually or in the aggregate, an Oxford Material Adverse Effect.

Section 4.19 Insurance. Section 4.19 of the Oxford Disclosure Letter contains a complete and accurate list of all material insurance maintained with respect to the Target Companies, the conduct of the Business and the Oxford Real Property. All such policies are now and will be until the Closing in full force and effect with no premium arrearages. As of the date of this Agreement, to the knowledge of Oxford, Oxford (with respect to the Business) and the Target Companies have given to their respective applicable insurers in a timely manner all material notices required to be given under their third-party insurance policies with respect to all material claims and actions covered by third-party insurance. As of the date of this Agreement, there is no material claim pending regarding the Target Companies or the Business under any of such material policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies. No Target Company has received any written notice or other communication from any such insurance company canceling or materially

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increasing the premiums of any of said insurance policies, other than increases in connection with Oxford's annual renewals and, to Oxford's knowledge, no such cancellation or premium increase is threatened.

Section 4.20 Material Contracts.

(a) Section 4.20(a) of the Oxford Disclosure Letter sets forth a list of each of the following types of Contracts to which any of the Target Companies (other than the Target Joint Ventures) is a party or any of their respective assets or properties are bound, as of the date of this Agreement (the agreements, arrangements and plans that are required to be set forth in Section 4.20(a) of the Oxford Disclosure Letter, are referred to herein as "Material Contracts"):

(i) any agreement relating to Indebtedness including intercreditor and security agreements, or Contracts under which any Target Company has advanced or loaned any Person, in each case with any outstanding obligations in excess of $15 million;

(ii) any material joint venture agreements, strategic partnership agreements, limited liability company operating agreements or other similar Contracts relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture, including any related supply, transport, off-take, marketing, profit-sharing, take-or-pay, sales or other similar agreements, other than any such Contract solely between Target Companies;

(iii) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) since January 1, 2012, for consideration exceeding $25 million, including any option agreement, relating to the acquisition of any material real property, entered since January 1, 2015 and under which sales have not yet closed but which agreements remain in force, for consideration exceeding $25 million;

(iv) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either (A) the type of business in which any Target Company (or, after the Effective Time, the Holdco or its Subsidiaries) may engage, (B) the manner or locations in which any of them may so engage, or (C) that could require the disposition of any material assets or line of business;

(v) any material agreement with any Related Person;

(vi) any agreement providing for the production by any Target Company of any product on an exclusive or requirements basis or the purchase by any Target Company of any product on an exclusive or output basis other than (A) agreements that cannot be cancelled by a Target Company without material penalty upon no more than ninety (90) days' notice or (B) agreements with total outstanding obligations of less than $10 million;

(vii) any agreement providing for the sale of any product or purchase of any raw materials with a term of three (3) years or longer or with total outstanding obligations over $5 million and that certain Contract set forth on Section 4.20(a)(vii) of the Oxford Disclosure Schedules, other than purchase orders entered into in the ordinary course of business consistent with past practice and agreements that cannot be cancelled by a Target Company without material penalty upon no more than ninety (90) days' notice;

(viii) any agreement with a "most-favored-nations" pricing provision that purports to limit or restrict in any material respect any Target Company that cannot be cancelled by a Target Company without material penalty upon no more than ninety (90) days' notice;

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(ix) the Wever Construction Contracts, the Natgasoline Construction Contracts and any other material construction, engineering, procurement, license, supply, interconnection, transportation or other similar material contract related to any Oxford Real Property, and any material amendments, supplements, change orders or other material modifications related thereto;

(x) any gas supply agreement, offtake agreements, hedging agreements related to supply or offtake, and any related or similar agreements;

(xi) any agreement, including any Oxford Real Property Lease, regarding or granting a material leasehold or similar interest used or occupied by a Target Company;

(xii) any material agreement with any Governmental Body;

(xiii) any agreement by which any Target Company licenses or otherwise obtains the right to use material Intellectual Property rights of any other Person (excluding shrink wrap, click-wrap or other readily commercially available similar licenses with respect to off-the-shelf software) or by which any Target Company is restricted in its right to use or register, or licenses or otherwise permits any other Person to use, enforce or register any material Intellectual Property (excluding non-exclusive licenses to customers, suppliers, distributors or service providers that are ancillary to the purpose of such agreements as entered into in the ordinary course of business); and

(xiv) any Collective Bargaining Agreement.

(b) Each Material Contract is in full force and effect, except for terminations, or expirations at the end of the stated term, in each case, in the ordinary course of business consistent with past practice or, if after the date of this Agreement, in compliance with Section 7.1, and each Target Company has performed all obligations required to be performed by them under each Material Contract to which they are party, except where such failure to be in full force and effect or such failure to perform, has not had, individually or in the aggregate, an Oxford Material Adverse Effect. Except for such matters as have not had, individually or in the aggregate, an Oxford Material Adverse Effect, no Target Company (i) has received written notice of, any breach of or violation or default under (nor, to the knowledge of Oxford, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Material Contract or (ii) has received written notice of the intention of the other party or parties to any such Material Contract to exercise any rights such party has to cancel, terminate or repudiate such Material Contract. Each Material Contract is enforceable by a Target Company in accordance with its terms, subject to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar Laws relating to creditors' rights generally and general principles of equity, except where such unenforceability has not had, individually or in the aggregate, an Oxford Material Adverse Effect. True, correct and complete copies of each Material Contract (including all modifications and amendments thereto and waivers thereunder) have been made available to Cambridge.

Section 4.21 Real Property Matters.

(a) Section 4.21(a) of the Oxford Disclosure Letter lists, and includes the street address (if applicable), all real property that Oxford or any of its Subsidiaries owns in fee (or the jurisdictional equivalent) as of the date hereof and is used or held for use in the Business (collectively, the "Oxford Owned Real Property") and, for each of those properties, the title holder of such property (it being understood that the Natgasoline Existing Parcel shall be partitioned and subdivided prior to the Closing in accordance with Section 7.33).

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(b) The Target Companies own legal and valid fee simple title (or the jurisdictional equivalent) to the Oxford Owned Real Property free and clear of any Liens, other than Permitted Liens (it being understood that the Natgasoline Existing Parcel shall be partitioned and subdivided prior to the Closing in accordance with Section 7.33), and neither Oxford nor any Subsidiary of Oxford has leased to any third party or granted to any third party the right to use or occupy the Oxford Owned Real Property or any portion thereof.

(c) Section 4.21(c) of the Oxford Disclosure Letter lists and correctly describes all material real property that (i) is leased, subleased, licensed or otherwise used or held by any Target Company and (ii) is leased, subleased, licensed or otherwise used or held by an Oxford Company, in connection with the Business as of the date hereof (collectively, the "Oxford Leased Real Property" and, together with the Oxford Owned Real Property, the "Oxford Real Property") and, for each of those properties, identifies the lease, sublease, license or occupancy agreement, as applicable, and all amendments thereto (each, an "Oxford Real Property Lease"), the counterparty to the Oxford Real Property Lease and either the address of such property or the legal description of such property. A true, correct and complete copy of each Oxford Real Property Lease has been made available to Cambridge.

(d) (i) The Target Companies have valid leasehold (or, as applicable, license or other contractual) interests in the Oxford Leased Real Property, free and clear of any Liens, other than Permitted Liens, (ii) each Oxford Real Property Lease is in full force and effect, (iii) each Oxford Real Property Lease is a valid, binding and enforceable obligation of the applicable Target Company and, to the knowledge of Oxford, the other parties thereto, subject in each instance to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors' rights and general principles of equity, except as has not had an Oxford Material Adverse Effect and (iv) no Target Company has received or given any written notice of any material default or is in material breach of any Oxford Real Property Lease and, to the knowledge of Oxford, no counterparty to any Oxford Real Property Lease is in material breach thereof.

(e) Section 4.21(e) of the Oxford Disclosure Letter lists and correctly describes all real property with respect to which a Target Company holds a right of first option, right to purchase or other similar right as of the date hereof (each, an "Oxford Purchase Option") and lists the counterparty to such agreement and the address of such property. A true, correct and complete copy of each Oxford Purchase Option has been made available to Cambridge.

(f) To the knowledge of Oxford, the Oxford Owned Real Property (i) has access to and from public highways, streets and roads and there is no proceeding pending or, to the knowledge of Oxford, threatened that could result in the termination of or material limitations on such access, (ii) is connected to and serviced by utilities, public services or by other private providers of utilities and inputs that service the Oxford Owned Real Property and (iii) has sufficient appurtenant easement or other similar rights providing for the transport of outputs from the Iowa Fertilizer Plant, the Beaumont Complex and the Natgasoline Complex, all of which are adequate for the use of the real property listed thereon to conduct the Business except to the extent, in each case, such failure, has not had, individually or in the aggregate, an Oxford Material Adverse Effect. There are no pending proceeding of which Oxford has received written notice or, to the knowledge of Oxford, threatened proceedings to take all or any portion of the Oxford Owned Real Property or any interest therein or portion thereof by eminent domain or any condemnation proceeding (or the equivalent proceedings in other jurisdictions) or any sale or disposition in lieu thereof. The use or occupancy of the Oxford Owned Real Property (or any portion thereof) or the conduct of the Business thereon is not dependent on a "permitted non-conforming use" or "permitted non-conforming structure" or similar variance, exemption or approval from any Governmental Body.

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Section 4.22 Compliance with Customs & International Trade Laws.

(a) During the past five (5) years, the Target Companies have been in compliance with all applicable Customs & International Trade Laws and there are no unresolved formal claims concerning the liability of any Target Company under such Laws. Without limiting the foregoing: (i) at all times during the past five (5) years the Target Companies and, to the knowledge of Oxford, Persons acting on their behalf have obtained all import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, import or reexport of goods, services, software and technology required for the Business, including Customs & International Trade Authorizations; (ii) during the past five (5) years no Governmental Body has initiated any proceedings or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs & International Trade Authorization, debarment, or denial of future Customs & International Trade Authorizations against any Target Company or director, officer or, to the knowledge of Oxford, employee or agent, of any Target Company (in their capacity as such) in connection with any actual or alleged violation of any applicable Customs & International Trade Laws; and (iii) to the knowledge of Oxford, in the last five (5) years, there have been no claims, investigations, or requests for information by a Governmental Body with respect to each Target Company's Customs & International Trade Authorizations and compliance with applicable Customs & International Trade Laws.

(b) No Target Company and no director, officer or, to the knowledge of Oxford, employee of any Target Company: (i) is a Sanctioned Person; or (ii) has pending or, to the knowledge of Oxford, threatened claims against it with respect to Sanctions.

(c) Each Target Company and any director, officer or, to the knowledge of Oxford, employee of any Target Company: (i) is in compliance in all material respects with, and has not in the past five (5) years materially violated, Sanctions; and (ii) has in place adequate controls and systems reasonably designed to ensure compliance with applicable Laws pertaining to Sanctions in each of the jurisdictions in which the Target Companies do or in the past have done business.

(d) During the past five (5) years, no director or officer or, to the knowledge of Oxford, employee, or other Representative (or Persons performing equivalent functions) of any Target Company (i) has been or is currently an officer, employee or agent of any Governmental Body (including any business or corporate entity owned, controlled or managed by a Governmental Body, such as a government-owned or government-controlled oil company or bank) or (ii) has, directly or indirectly, offered, or promised to pay or given any payment of money or anything of value regardless of form, whether in money, property, gifts or services, to (A) any officer, employee or agent of any Governmental Body (including any business or corporate entity owned, controlled or managed by a Governmental Body, such as a government-owned or government-controlled oil company or bank), or any Person acting in an official capacity or performing public duties or functions on behalf of any such Governmental Body (including any business or corporate entity owned, controlled or managed by a Governmental Body, such as a government-owned or government-controlled oil company or bank), (B) any political party or official thereof, (C) any candidate for public office or (D) any officer, employee or agent of a public international organization, including the United Nations, the International Monetary Fund or the World Bank, in order to obtain, retain or direct business or obtain any improper advantage, in each case, in violation of any applicable Customs & International Trade Laws.

(e) During the past five (5) years, (i) the Target Companies have kept books and records of the Business that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of such Target Companies and (ii) Oxford has maintained a system of internal accounting controls and policies and procedures with respect to the Business designed to

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promote accuracy in the books and records in compliance with applicable Laws. To the knowledge of Oxford, there are no significant deficiencies or weaknesses in the design or operation of its internal controls over financial reporting or fraud, whether or not material, that involves management or other employees who have a significant role in Oxford's internal controls or those of the Target Companies.

Section 4.23 Solvency. Oxford is not insolvent and will not be rendered insolvent as a result of the Transactions. For purposes hereof, the term "Oxford" refers to Oxford and its Subsidiaries, on a consolidated basis, and the term "solvency" means that: (a) the fair salable value of Oxford's assets is in excess of the total amount of Oxford's liabilities (including for purposes of this definition a reasonable estimate of contingent liabilities); (b) Oxford is able to pay its debts and obligations in the ordinary course as they mature; and (c) immediately after the Closing, Oxford will not have an unreasonably small amount of capital to carry on its business.

Section 4.24 Information Supplied. None of the information supplied or to be supplied by Oxford expressly for inclusion in (i) the Proxy Statement or Form S-4 (including any amendments thereto), at the date first mailed to each of Cambridge's stockholders or at the time of the Cambridge Stockholder Meeting or, in the case of the Form S-4, when the Form S-4 goes effective under the Securities Act, and (ii) any other document (including any amendments thereto) filed by Cambridge or Holdco with the SEC (or included in any financing offering document) that includes any information supplied or to be supplied by Oxford expressly for inclusion pursuant to this Agreement, at the time of such filing, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Oxford makes no representation or warranty with respect to information or statements provided by or on behalf of Cambridge, Holdco, or their Representatives for inclusion in the Proxy Statement, Form S-4 or any other document (including any amendments thereto) filed by Cambridge with the SEC (or included in any financing document).

Section 4.25 Transactions with Certain Persons. Except as provided for in any Oxford Transaction Agreement or as otherwise contemplated by or provided in this Agreement, the Firewater One Shareholder Agreement or the Holdco Shareholder Agreement:

(a) no Related Person (i) has any direct or indirect material interest (excluding any interest created solely by the record or beneficial ownership of Capital Stock of Oxford), on an individual or joint basis, in any material property (whether real, personal or mixed and whether tangible or intangible) used in the Business as of the date of this Agreement and as of the Closing Date, (ii) is a party to any material Contract that binds the Business or (iii) serves as an officer, director or employee of any customer or supplier that has a Material Contract with any Target Company; (iv) owes any material amount of money to a Target Company; or (v) has any material direct or indirect equity interest (excluding any interest created solely by the record or beneficial ownership of Capital Stock of Oxford) in any entity (excluding any publicly-traded entity) the principal business of which is the same as the Business; and

(b) no Target Company has any outstanding monetary liabilities or legally binding commitments in an amount in excess of $1,000,000 individually, or other material outstanding liabilities or legally binding commitments, in each case to any Related Person (other than base salary and compensation for services as a director, officer or employee of a Target Company).

Section 4.26 Investment Intent. Oxford is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Securities Act. Oxford is acquiring the Retained Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the registration requirements of the Securities Act. Oxford acknowledges that the Retained Shares are not registered under the Securities Act, or any state

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securities laws, and that the Retained Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Oxford is able to bear the economic risk of holding the Retained Shares for an indefinite period (including total loss of its investment) in violation of the registration requirements of the Securities Act.

Section 4.27 No Brokers. No broker, investment banker, financial advisor or other Person, other than the Oxford Financial Advisor, the fees and expenses of which will be paid by Oxford, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Oxford.

Section 4.28 Convertible Bonds. Subject to compliance by Cambridge and Holdco with their respective obligations pursuant to Section 7.20, as of the Closing there shall not have occurred and be continuing, and the consummation of the Transactions shall not give rise to, an Event of Default (as defined in the Conditions) or material breach of the Conditions or the Convertible Bond Trust Deed or any event or circumstance that, with notice or the passage of time, would constitute such an Event of Default or material breach of the Conditions or the Convertible Bond Trust Deed.

Section 4.29 No Other Representations. Except for the representations and warranties contained in this Article IV or in any certificates delivered by Oxford in connection with the Closing, Cambridge and Holdco acknowledge that neither Oxford nor any Person on behalf of Oxford makes any other express or implied representation or warranty with respect to Oxford, the Business or the Target Companies or with respect to any other information provided or made available to Cambridge in connection with the Transactions, including information conveyed at management presentations, in the Data Room, or in due diligence sessions.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF CAMBRIDGE

Except (i) other than with respect to Section 5.1, Section 5.2, Section 5.3, Section 5.5 and Section 5.6, as disclosed in the publicly available Cambridge Reports filed with the SEC prior to the date of this Agreement (but, in each case, excluding any risk factor disclosures contained under the heading "Risk Factors" (other than any factual information contained therein) and any disclosure of risks included in any "forward-looking statements" disclaimer) or (ii) as set forth in the disclosure letter delivered to Oxford by Cambridge at or prior to the execution of this Agreement (the "Cambridge Disclosure Letter") and making reference to the particular section or subsection of this Agreement to which exception is being taken (provided that any information set forth in one section or subsection of the Cambridge Disclosure Letter shall also be deemed to apply to each other section or subsection thereof to which its relevance is reasonably apparent on its face), Cambridge represents and warrants to Oxford that:

Section 5.1 Existence; Good Standing; Corporate Authority. Cambridge is a corporation duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of Delaware and any other jurisdiction in which the character of the properties owned or leased by it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in the aggregate (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Cambridge has all requisite corporate or similar organizational power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted, except where the failure to have such power and authority, individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

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Section 5.2 Authorization, Validity and Effect of Agreements. Cambridge has the requisite corporate or similar organizational power and authority to execute and deliver, and perform its obligations under, each of the Cambridge Transaction Agreements entered into by Cambridge and, upon receipt of the Cambridge Stockholder Approval, to consummate the Transactions. The execution and delivery of, and the performance by Cambridge of obligations under, the Cambridge Transaction Agreements, and the consummation by Cambridge of the Transactions, have been duly authorized by all requisite corporate or similar organizational action on behalf of Cambridge, other than the receipt of the Cambridge Stockholder Approval. Assuming each Cambridge Transaction Agreement constitutes the valid and legally binding obligation of the other parties thereto, each Cambridge Transaction Agreement constitutes the valid and legally binding obligation of Cambridge, enforceable against Cambridge in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors' rights generally and general principles of equity.

Section 5.3 Capitalization.

(a) The authorized Capital Stock of Cambridge consists of five hundred million (500,000,000) shares of Cambridge Common Stock and fifty million (50,000,000) shares of preferred stock, par value $0.01 per share ("Cambridge Preferred Stock"). As of July 31, 2015 (the "Cut-Off Time"), there were (i) two hundred thirty three million forty seven thousand seven hundred eighty five (233,047,785) issued and outstanding shares of Cambridge Common Stock (not including shares held in treasury), (ii) three million eight hundred forty seven thousand two hundred seventy eight (3,847,278) shares of Cambridge Common Stock reserved for issuance upon either the exercise of outstanding Cambridge Stock Options or the vesting, settlement or exercise, as applicable, of outstanding Cambridge Equity Rights, (iii) two million three hundred ninety three thousand nine hundred thirty (2,393,930) shares of Cambridge Common Stock were held in treasury, (iv) no outstanding shares of Cambridge Preferred Stock and (v) no other shares of Capital Stock were issued, reserved for issuance or outstanding. From the Cut-Off Time to the date of this Agreement, no additional shares of Cambridge Common Stock have been issued (other than pursuant to Cambridge Stock Options and Cambridge Equity Rights which were outstanding as of the Cut-Off Time and are included in the number of shares of Cambridge Common Stock reserved for issuance upon exercise of outstanding Cambridge Stock Options or the vesting of Cambridge Equity Rights in (ii) above), no additional Cambridge Stock Options or Cambridge Equity Rights have been issued or granted, and there has been no increase in the number of shares of Cambridge Common Stock subject to the Cambridge Stock Options or the Cambridge Equity Rights from those subject to Cambridge Stock Options and Cambridge Equity Rights as of the Cut-Off Time. All such issued and outstanding shares of Cambridge Common Stock are, and all shares that may be issued pursuant to the Cambridge Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.

(b) As of the date of this Agreement, there are no outstanding shares of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate Cambridge to issue transfer, sell or register any shares of Capital Stock of Cambridge or any of its Subsidiaries. Cambridge has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Cambridge on any matter.

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Section 5.4 No Conflict.

(a) Neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by Cambridge with all of the provisions of and the performance by Cambridge of its obligations under the Cambridge Transaction Agreements nor, subject to the filings and other matters referred to in Section 5.4(b) the consummation of the Transactions by Cambridge in accordance with the terms thereof will: (i) subject to receipt of the Cambridge Stockholder Approval, conflict with or result in a breach of any provisions of the Charter Documents of Cambridge; (ii) violate, or conflict with, or result in a breach of any provision of, result in any acceleration of any rights or obligations under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or otherwise result in creation of a Lien or other detriment to Cambridge under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, Contract, agreement, joint venture or other instrument or obligation to which Cambridge or any Cambridge Subsidiary is a party, or by which Cambridge or any Cambridge Subsidiary or any of their respective properties or assets may be bound or affected; or (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Cambridge or any of their respective properties or assets, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

(b) Neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by it with all of the provisions of and the performance by Cambridge of its obligations under the Cambridge Transaction Agreements to which Cambridge is a party, nor the consummation of the Transactions by Cambridge in accordance with the terms thereof, will require any Governmental Approvals other than the Regulatory Filings and (i) the filing of the Certificate of Merger and any other related subsequent filings with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (ii) the filings with the SEC of (A) the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the Form S-4 and (C) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; and (iii) any registration, filing or notification required pursuant to state securities or "blue sky" laws except where the failure to make or obtain such Governmental Approvals, individually or in the aggregate, (i) has not had a Cambridge Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. Except for the consents, approvals and notices listed in Section 5.4(b) of the Cambridge Disclosure Letter and the Governmental Approvals set forth in the preceding sentence, neither the execution and delivery by Cambridge of the Cambridge Transaction Agreements, the compliance by it with all of the provisions of and the performance by its obligations under the Cambridge Transaction Agreements, nor the consummation of the Transactions by Cambridge in accordance with the terms thereof will require any consent or approval of or notice to any Governmental Body, except where the failure to obtain any such consent or approval or provide any such notice, individually or in the aggregate, (i) has not had an Oxford Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

Section 5.5 Board Approval. The Cambridge Board, at a meeting duly called and held, (a) determined that the Cambridge Transaction Agreements and the Transactions are advisable and in the best interests of the stockholders of Cambridge, (b) approved the Cambridge Transaction Agreements and the Transactions and (c) resolved to recommend that its stockholders approve the Merger and adopt the Agreement (the "Cambridge Board Recommendation"). The Cambridge Board

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has received the opinions of Morgan Stanley & Co. LLC and Goldman, Sachs & Co. (the "Cambridge Financial Advisors"), dated December 20, 2015, substantially to the effect that, as of such date, and subject to the assumptions made, matters considered and limitations set forth therein, the Consideration (as defined in such opinions) to be paid for the Purchased Equity Interests is fair, from a financial point of view, to Cambridge.

Section 5.6 Vote Required. The only votes of the holders of any class or series of Capital Stock of Cambridge necessary to approve the Transactions are (a) the affirmative vote of the holders of a majority of the issued and outstanding shares of Cambridge Common Stock in favor of the adoption of this Agreement and (b) the occurrence of the stockholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, regardless of the outcome of such vote, in each case in accordance with the Cambridge Certificate, the Cambridge Bylaws, the DGCL, the NYSE Listed Company Manual and other Laws, as applicable (the "Cambridge Stockholder Approval").

Section 5.7 SEC Documents; Financial Statements.

(a) Cambridge and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the "Cambridge Reports"). As of its respective date, each Cambridge Report (i) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the Sarbanes-Oxley Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Cambridge Report that have been modified by an amendment to such report filed with the SEC prior to the date of this Agreement. Each of the consolidated balance sheets included in or incorporated by reference into the Cambridge Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Cambridge and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Cambridge Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, cash flows or changes in stockholders' equity, as the case may be, of Cambridge and its consolidated Subsidiaries for the periods set forth therein (the "Cambridge Financial Statements") (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, year-end audit adjustments and to any other adjustments described therein, including the notes thereto), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

(b) Cambridge has heretofore furnished to Oxford true and correct copies of all comment letters from the SEC since January 1, 2013, through the date of this Agreement with respect to any of the Cambridge Reports, together with all written responses thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Cambridge Reports, and, to the knowledge of Cambridge, none of the Cambridge Reports are subject to ongoing SEC review.

(c) Cambridge maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) designed to provide reasonable assurance to Cambridge regarding the reliability of Cambridge's financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. Cambridge has evaluated the effectiveness of Cambridge's internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Cambridge Report that is a report on Form 10-K or

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Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Cambridge has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to Cambridge's auditors and the audit committee (A) all "significant deficiencies" and "material weaknesses" in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect Cambridge's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Cambridge's internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Oxford prior to the date of this Agreement. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them in the Statements of Auditing Standard No. 5, as in effect on the date of this Agreement.

(d) Cambridge maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) reasonably designed to ensure that all information required to be disclosed by Cambridge in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Cambridge's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Cambridge required under the Exchange Act with respect to such reports.

Section 5.8 Absence of Undisclosed Liabilities. To the knowledge of Cambridge, as of the date of this Agreement, Cambridge and Cambridge's Subsidiaries do not have any liabilities or obligations (whether or not accrued, contingent or otherwise) required by GAAP to be reflected on the consolidated balance sheet of Cambridge and Cambridge's Subsidiaries, except for liabilities and obligations: (a) reflected on or reserved against in the Cambridge Financial Statements as of March 31, 2015, (b) incurred in connection with this Agreement or in the Transactions, (c) incurred in the ordinary course of business consistent with past practice since March 31, 2015 or (d) that have not had, individually or in the aggregate, a Cambridge Material Adverse Effect

Section 5.9 Absence of Certain Changes.

(a) From December 31, 2014, until the date of this Agreement, and except for the Transactions, Cambridge and its Subsidiaries have conducted their business in all material respects in the ordinary course consistent with past practice.

(b) From December 31, 2014, until the date of this Agreement, there has been no change, development, event occurrence, effect or state of facts that has had a Cambridge Material Adverse Effect.

Section 5.10 Taxes. Except as has not had, individually or in the aggregate, a Cambridge Material Adverse Effect:

(a) All Tax Returns required to be filed by or on behalf of Cambridge or any Cambridge Subsidiary have been duly and timely filed with the appropriate Tax Authority (after giving effect to any valid extensions of time within which to make such filings), and all such Tax Returns are true, correct, and complete in all material respects. All Taxes (whether or not shown on any Tax Return) required to be paid by Cambridge and the Cambridge Subsidiaries have been timely paid.

(b) Cambridge and the Cambridge Subsidiaries have complied in all material respects with all applicable Laws relating to the withholding of Taxes and have duly withheld and paid over to the appropriate Tax Authority all Taxes required to be so withheld and paid over.

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(c) All material deficiencies asserted in writing or material assessments made in writing as a result of any examinations by any Tax Authority of Tax Returns of Cambridge and the Cambridge Subsidiaries have been fully paid, and no other material audits or material investigations by any Tax Authority relating to any Tax Returns of Cambridge or any Cambridge Subsidiary are in progress with respect to which Cambridge or any Cambridge Subsidiary has received written notice from a Tax Authority.

(d) There are no Liens for Taxes on the equity interests in any Cambridge Subsidiary or any of the assets of Cambridge and the Cambridge Subsidiaries, other than Permitted Liens.

(e) Cambridge and the Cambridge Subsidiaries have not engaged in any "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

Section 5.11 Information Supplied. None of the information supplied or to be supplied by Cambridge expressly for inclusion in (i) the Oxford Notice (including any amendments thereto), at the date first mailed to each of Oxford's stockholders or at the time of the Oxford Stockholder Meeting, (ii) the Form S-4 (including any amendments thereto), when the Form S-4 goes effective under the Securities Act, and (iii) any other document (including any amendments thereto) filed by Oxford or Holdco with the SEC that includes any information supplied or to be supplied by Cambridge in writing expressly for inclusion pursuant to this Agreement, at the time of such filing will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Cambridge makes no representation or warranty with respect to information or statements provided by or on behalf of Oxford or its Representatives for inclusion in the Oxford Notice (including any amendments thereto).

Section 5.12 Financing. Cambridge has delivered to Oxford (i) a correct and complete fully executed copy of the commitment letter, dated as of August 6, 2015, between Cambridge and Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA, including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement (the "Commitment Letter") and (ii) a correct and complete fully executed copy of the fee letter referenced in the Commitment Letter (the "Fee Letter") (it being understood that such letter has been redacted to omit the fee amounts and market flex provisions therein and that the provisions redacted would not reasonably be expected to adversely affect the principal amount or availability of the debt financing being made available by the Financing Sources under the Commitment Letter for the purpose of financing the Transactions). Pursuant to, and subject to the terms and conditions of, the Commitment Letter, each of the parties thereto (other than Cambridge) has committed to lend the amounts set forth therein (the provision of certain of such funds designated in the Commitment Letter for the purpose of financing the Transactions, but subject to the provisions of Sections 7.16 (a) and (b), the "Debt Financing," and collectively with all other commitments under the Commitment Letter, and any private or capital markets debt financing undertaken in replacement of all or any portion of any of the foregoing, the "Financing") for the purposes set forth in such Commitment Letter. Neither the Commitment Letter nor the Fee Letter has been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of Cambridge, and to the knowledge of Cambridge, each of the other parties thereto, and enforceable against Cambridge, and, to the knowledge of Cambridge, each of the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to creditors' rights and general principles of equity. As of the date of this Agreement, there are no conditions precedent related to the funding of the full amount of the Debt Financing pursuant to the Commitment Letter, and there are no, and there are not

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contemplated to be any, agreements, side letters or arrangements relating to (x) the conditions precedent to the funding of the full amount of the Debt Financing or (y) any reduction of the amount of the Debt Financing, in each case other than as expressly set forth in the Commitment Letter. As of the date of this Agreement, no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would constitute a default) or prevent a condition precedent from being satisfied, in each case on the part of Cambridge, or, to its knowledge, any other parties thereto, under the Commitment Letter (assuming, for such purpose, the accuracy of Oxford's Acquisition Agreement Representations (as defined in the Commitment Letter on the date hereof) and the satisfaction or waiver of all conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions)). As of the date of this Agreement, assuming, for such purpose, the accuracy of Oxford's Acquisition Agreement Representations (as defined in the Commitment Letter on the date hereof) and the satisfaction or waiver of all conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), Cambridge does not have any reason to believe that (I) any of the conditions to the Debt Financing will not be satisfied, or (II) the Debt Financing will not be available to Cambridge on the Closing Date. Cambridge has fully paid all commitment fees or other fees to the extent required to be paid on or prior to the date of this Agreement in connection with the Debt Financing.

Section 5.13 Solvency. Cambridge is not insolvent and will not be rendered insolvent as a result of the Transactions (giving effect to the Financing and payment of all related fees and expenses). For purposes hereof, the term "Cambridge" refers to Cambridge and its Subsidiaries, on a consolidated basis, and the term "solvency" means that: (a) the fair salable value of Cambridge's assets is in excess of the total amount of Cambridge's liabilities (including for purposes of this definition a reasonable estimate of contingent liabilities); (b) Cambridge is able to pay its debts and obligations in the ordinary course as they mature; and (c) immediately after the Closing, Cambridge will not have an unreasonably small amount of capital to carry on its business.

Section 5.14 No Brokers. No broker, investment banker, financial advisor or other Person, other than the Cambridge Financial Advisors, the fees and expenses of which will be paid by Cambridge, is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Cambridge.

Section 5.15 State Takeover Statutes. The Cambridge Board has taken all action necessary to render inapplicable to this Agreement, the Merger and the other Transactions the restrictions on "business combinations" set forth in Section 203 of the DGCL to the extent such restrictions would otherwise be applicable to this Agreement, the Merger and the other Transactions.

Section 5.16 Compliance with Laws; Permits.

(a) Except as has not had a Cambridge Material Adverse Effect, (i) neither Cambridge nor any Cambridge Subsidiary is, or since December 31, 2014, has been, in violation of any applicable Law, and no written claim is pending or, to the knowledge of Cambridge, threatened, by any Governmental Body with respect to any such matters.

(b) Except as has not had a Cambridge Material Adverse Effect, to the knowledge of Cambridge, Cambridge and its Subsidiaries hold or have obtained all Governmental Approvals that are necessary to entitle (i) Cambridge and its Subsidiaries to carry on and conduct their business to the extent currently conducted by them and (ii) Cambridge to invest, directly or indirectly, in its Subsidiaries (collectively, the "Cambridge Governmental Permits"). As of the date of this Agreement, Cambridge and its Subsidiaries are in compliance with all terms and conditions of the Cambridge Governmental Permits and all Cambridge Governmental Permits are valid and in full force and effect and there exists no default thereunder or breach thereof, in each case except as

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has not had, individually or in the aggregate, a Cambridge Material Adverse Effect. No Governmental Body has taken, or to the knowledge of Cambridge, threatened to take, any action to terminate, cancel or reform any Cambridge Governmental Permit, except as has not had a Cambridge Material Adverse Effect.

(c) As of the date of this Agreement, (i) there are no lawsuits, claims, suits or proceedings pending or, to the knowledge of Cambridge, threatened, against Cambridge or any of its Subsidiaries or any of their assets or properties, (ii) to the knowledge of Cambridge, no such investigations are pending or have been threatened by any Governmental Body and (iii) there are no lawsuits, claims, suits or proceedings against any director or officer of Cambridge or any of its Subsidiaries relating to the performance of their duties as directors or officers, as applicable, in each case, except as has not had a Cambridge Material Adverse Effect.

(d) No order, writ, fine, injunction, decree, judgment, award or determination of any Governmental Body or any arbitral or other dispute resolution body has been issued or entered against Cambridge or any of its Subsidiaries or any of their respective assets or properties that has had, individually or in the aggregate, a Cambridge Material Adverse Effect.

Section 5.17 Cambridge Benefit Plans.

(a) The Cambridge Benefit Plans comply in all material respects with the requirements of ERISA and the Code and with all other Laws of any applicable jurisdiction; the Cambridge Benefit Plans have been maintained and operated in all material respects in accordance with their terms; there are no pending or, to the knowledge of Cambridge, threatened claims against or otherwise involving any Cambridge Benefit Plan and no suit, action or other litigation (excluding routine claims for benefits incurred in the ordinary course of Cambridge Benefit Plan activities) has been brought against or with respect to any Cambridge Benefit Plans, in each case, except as would not reasonably be expected to result in any material liability; and all contributions, premiums and other payments required to have been made with respect to the Cambridge Benefit Plans have been timely made or provided for or accrued in accordance with GAAP.

(b) (i) Neither the execution of this Agreement nor the consummation of the Transactions shall cause any payments or benefits to any current or former employee, officer or director of Cambridge to either be subject to an excise Tax or to be non-deductible under Sections 4999 and 280G of the Code, respectively, whether or not some other subsequent action or event would be required to cause such payment or benefit to be triggered; and (ii) the execution of and performance of the Transactions as contemplated by this Agreement will not (either alone or upon the occurrence of any additional subsequent event) constitute an event under any Benefit Plan, policy, arrangement or agreement or any trust or loan (in connection therewith) that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any Cambridge Affected Employee.

(c) Except as would not reasonably be expected to result in material liability to Cambridge or Holdco, Cambridge is in material compliance with all applicable Laws respecting employment and employment practices. The execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of any Collective Bargaining Agreement, and in connection with the execution of this Agreement and the consummation of the Transactions, either (i) Cambridge is not required to provide notice to or consult with or (ii) Cambridge has timely provided any required notice to or has timely completed any required consultation procedure with and, if applicable, has obtained an unconditional advice from, any labor union, works council or other labor organization or Governmental Body, pursuant to any Collective Bargaining Agreement to which Cambridge is a party or bound, or pursuant to applicable Laws.

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Section 5.18 No Other Representations. Except for the representations and warranties contained in this Article V or in any certificates delivered by Cambridge in connection with the Closing, Oxford acknowledges that neither Cambridge nor any Person on behalf of Cambridge makes any other express or implied representation or warranty with respect to Cambridge, its business or any Cambridge Subsidiary or with respect to any other information provided or made available to Oxford in connection with the Transactions, including information conveyed at management presentations, in the data room, or in due diligence sessions.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF HOLDCO

Holdco represents and warrants to Oxford and Cambridge that:

Section 6.1 Existence; Good Standing; Corporate Authority. Each of Holdco and MergerCo is a corporation or other legal entity duly organized, validly existing and duly qualified to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing under the Laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

Section 6.2 Authorization, Validity and Effect of Agreements. Each of Holdco and MergerCo has the requisite corporate or similar organizational power and authority to execute and deliver, and perform its obligations under, each of the Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of, and the performance by each of Holdco and MergerCo of its obligations under the Agreement and the Ancillary Agreements Holdco and MergerCo is party to, and the consummation by Holdco and MergerCo of the Transactions, has been duly authorized by all requisite corporate or similar organizational action on behalf of Holdco and MergerCo, as applicable.

Section 6.3 Capitalization.

(a) The shares of Holdco Common Stock to be issued in the Merger and the Contribution, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and free of preemptive rights, other than preemptive rights pursuant to applicable Laws or the Holdco Charter Documents.

(b) Holdco may issue the amount of shares of Holdco Common Stock out of its authorized share capital as set out in the Holdco Charter Documents. As of the date of this Agreement, there is one (1) issued share of Holdco Common Stock. All issued shares of Holdco Common Stock are duly authorized, validly issued, fully paid and free of preemptive rights, other than preemptive rights pursuant to applicable Laws or the Holdco Charter Documents. Subject to the foregoing, there are no issued shares of Holdco Common Stock or other Capital Stock of Holdco. There are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate Holdco to issue transfer, sell or register any shares of Capital Stock of Holdco. From formation until immediately prior to Closing, except as contemplated by this Agreement, Holdco and MergerCo have conducted no business or operations of any kind and have existed solely for purposes of the Transactions.

(c) Holdco is the direct or indirect owner of all Capital Stock of MergerCo. All issued and outstanding Capital Stock of MergerCo is duly authorized and validly issued in accordance with

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applicable Laws and its Charter Documents and is fully paid (to the extent required by its Charter Documents), non-assessable (except to the extent such non-assessability may be affected by applicable Laws) and free of preemptive rights. There are no outstanding equity interests of Capital Stock which, and there are no options, stock appreciation rights, restricted stock units, phantom awards, performance awards, other compensatory equity-based awards, warrants, conversion rights, calls, subscriptions, convertible securities or other rights, agreements or commitments which, in either case, obligate MergerCo to issue, transfer, sell or register any shares of Capital Stock of MergerCo. MergerCo does not have any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the equity holders of MergerCo.

Section 6.4 No Conflict.

(a) Neither the execution and delivery by Holdco or MergerCo of the Agreement and any Ancillary Agreement to which Holdco or MergerCo is a party, the compliance by Holdco and MergerCo with all of the provisions of and the performance by Holdco and MergerCo of their obligations under the Agreement and any Ancillary Agreements to which Holdco or Merger is a party, nor, subject to the filings and other matters referred to in Section 4.5(b) and Section 6.4(b), the consummation of the Transactions by Holdco and MergerCo in accordance with the terms thereof will: (i) result in a material breach of any provisions of the Charter Documents of Holdco or MergerCo; (ii) violate, or result in a material breach of, result in any acceleration of any rights or obligations under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or otherwise result in creation of a Lien (other than a Permitted Lien) under, any of the terms, conditions or provisions of, any material Contract to which Holdco or MergerCo is a party, or by which Holdco, MergerCo or any of their respective properties or assets is bound; or (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Holdco or MergerCo or any of their respective properties or assets, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

(b) Neither the execution and delivery by Holdco or MergerCo of the Agreement and any Ancillary Agreement to which Holdco or MergerCo is a party, the compliance by Holdco and MergerCo with all of the provisions of and the performance by Holdco and MergerCo of their obligations under the Agreement and any Ancillary Agreements to which Holdco or MergerCo is a party, nor the consummation of the Transactions by Holdco and MergerCo in accordance with the terms thereof, will require any Governmental Approvals other than the Regulatory Filings and (i) the filing of the Certificate of Merger and any other related subsequent filings with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (ii) the filings with the SEC of (A) the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the Form S-4 and (C) such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; and (iii) any registration, filing or notification required pursuant to state securities or "blue sky" laws except where the failure to make or obtain such Governmental Approvals, individually or in the aggregate would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions. Except for the Governmental Approvals set forth in the preceding sentence, neither the execution and delivery by Holdco or MergerCo of the Agreement and any of the Ancillary Agreements to which Holdco or MergerCo is a party, the compliance by Holdco and MergerCo with all of the provisions of and the performance by Holdco and MergerCo of their obligations under the Agreement and the Ancillary Agreements to which Holdco or MergerCo is a party, nor the consummation of the Transactions by Holdco and MergerCo in accordance with the terms thereof

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will require any consent or approval of or notice to any third party under any material Contract, except where the failure to obtain any such consent or approval or provide any such notice, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

Section 6.5 No Other Representations. Except for the representations and warranties contained in this Article VI or in any certificates delivered by Holdco and MergerCo in connection with the Closing, Cambridge and Oxford acknowledge that neither Holdco, MergerCo nor any person on behalf of Holdco or MergerCo makes any other express or implied representation or warranty with respect to Holdco or MergerCo or with respect to any other information provided or made available to Cambridge and Oxford, as applicable, in connection with the Transactions, including information conveyed at management presentations, in virtual data rooms, or in due diligence sessions.

ARTICLE VII
COVENANTS AND AGREEMENTS OF THE PARTIES

Section 7.1 Conduct of Oxford Business Pending Closing.

(a) From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, except as (i) set forth in the Oxford Disclosure Letter, (ii) any other provision of this Agreement expressly requires (including with regard to the Restructuring), (iii) required by applicable Laws, (iv) Cambridge shall have consented in writing (such consent not to be unreasonably withheld, delayed or conditioned), Oxford shall, and shall cause each of the Target Companies to, (x) conduct the Business and operations related thereto in the ordinary course and in a manner consistent with past practice, (y) continue to make capital expenditures in the ordinary course and in a manner consistent with past practice and not delay in any material respect any scheduled or planned turnarounds, and (z) use its commercially reasonable efforts, in each case, to preserve intact the Business, the respective business organizations and goodwill of the Target Companies, to keep available the services of the respective officers and employees and contractors of the Target Companies to maintain satisfactory relationships with those Persons having business relationships with the Target Companies, including Governmental Bodies, customers and suppliers and to maintain the current rights and franchises of the Target Companies. Notwithstanding anything to the contrary in this Agreement (including this Section 7.1), (A) no action by Oxford or any of the Target Companies with respect to any specific exception specifically addressed by any provision of Section 7.1(b) shall be deemed a breach of this Section 7.1(a) unless such action would constitute a breach of such provision of Section 7.1(b) and (B) the failure of Oxford or any Target Company to take any action prohibited by Section 7.1(b) shall not be deemed a breach of this Section 7.1(a).

(b) From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, except as (i) set forth in the Oxford Disclosure Letter; (ii) any other provision of this Agreement (including the Restructuring Steps Plan and Section 7.17) expressly requires (including with regard to the Restructuring), or (iii) required by applicable Laws, unless Cambridge has consented in writing thereto, such consent not to be unreasonably withheld, delayed or conditioned, Oxford:

(1) shall cause the Target Companies not to amend or propose to amend any of their respective Charter Documents;

(2) shall not amend or propose to amend the Charter Documents of Holdco (provided that, for the avoidance of doubt, Holdco may make such amendments required by the DCC or this Agreement in order to convert into a public company with limited liability (naamloze vennootschap) as contemplated by Article III in accordance with the Restructuring Steps Plan);

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(3) shall not, and shall cause the Oxford Companies not to, deliver, sell, transfer, dispose of or subject to a Lien any shares of Capital Stock of any Purchased Company, or issue, deliver, sell or grant, or authorize to issue, deliver, sell or grant any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, any shares of Capital Stock of any Purchased Company;

(4) shall cause each Target Company not to issue, deliver, sell, grant, transfer, dispose of or subject to a Lien or authorize to deliver, sell, grant, transfer, dispose of or subject to a Lien, any shares of its Capital Stock or any Capital Stock of any other Target Company, or authorize to issue, deliver, sell, transfer, grant, dispose of or subject to a Lien, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for its Capital Stock or any shares of Capital Stock of any other Target Company, effect any stock split, subdivision, combination, reclassification or otherwise change its capitalization as it existed on the date of this Agreement;

(5) shall not (with respect to any Target Company employee), and shall cause the Target Companies not to (A) grant, confer or award any option, stock appreciation right, restricted stock unit, phantom award, performance award, other compensatory equity-based award, warrant, conversion right or other right to acquire any shares of any Capital Stock of any Target Company, or grant or issue any restricted stock or securities in any of the Target Companies, (B) amend or otherwise modify any option, warrant, conversion right or other right to acquire any shares of any Capital Stock of any Target Company existing on the date of this Agreement, (C) with respect to any of the Target Companies' directors or employees, materially increase any compensation or benefits (D) adopt any material new employee benefit plan or agreement (including any stock option, stock benefit, stock purchase or other equity-based compensation plan or agreement) or materially amend any existing Oxford Benefit Plan, (E) negotiate, enter into, amend or terminate any Collective Bargaining Agreement, (F) waive, release, limit or condition any Restrictive Covenant obligation of current or former Target Company employee, (G) terminate the employment of any Target Company employee whose aggregate compensation exceeds $100,000 per year, other than for cause, (H) hire any Target Company employee whose aggregate compensation exceeds $100,000 per year, or (J) transfer or reassign any Target Company employee to a position outside of the Business;

(6) shall not, and shall cause the Target Companies not to, grant, confer or award to any Affected Employee any option, restricted stock units, phantom awards, stock appreciation rights, performance awards or other compensatory equity-based award or warrant, conversion right or other right not existing on the date of this Agreement to acquire any shares of the Capital Stock of the Oxford Companies, or grant or issue to any Affected Employee any restricted stock or securities in any of the Oxford Companies, or grant or issue to any Affected Employees any restricted stock or securities in any of the Oxford Companies;

(7) shall cause the Target Companies not to (A) declare, set aside or pay any dividend or make any other distribution, payment or return of capital (whether in cash, stock or property) with respect to any shares of the Capital Stock of the Target Companies (provided that (1) MLP may declare, set aside or pay its regular dividends in accordance with its Charter Documents and any Target Company that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its Capital Stock the amount of such dividend, (2) Oxford Nitrogen and its Subsidiaries may declare, set aside and pay cash dividends or payments as return of capital with respect to any shares of its Capital Stock and any Target Company that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its Capital Stock the amount of such dividend and (3) OCI Fertilizer Trading Limited may declare, set

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aside and pay cash dividends or payments as return of capital with respect to any shares of its Capital Stock and any of its direct or indirect parents that receives such a dividend may declare, set aside and pay as a cash dividend or pay as return of capital with respect to any shares of its Capital Stock the amount of such dividend) or (B) directly or indirectly redeem, purchase or otherwise acquire any shares of its Capital Stock or the Capital Stock of any other Target Company;

(8) shall cause the Target Companies not to, directly or indirectly, sell, transfer, lease, license, subject to a Lien (other than a Permitted Lien), surrender, relinquish or dispose of, or enter into a Contract to sell, transfer, lease, license, subject to a Lien (other than a Permitted Lien), surrender, relinquish or dispose of, any of the material assets, property or rights of the Target Companies as would result in aggregate consideration exceeding $15 million (other than (A) in the ordinary course of business consistent with past practice, (B) dispositions of equipment or inventory that is no longer used or useful in the Business, and (C) solely between Target Companies); provided that notwithstanding anything to the contrary in the clause (8), Oxford shall use commercially reasonable efforts to cause the Target Companies to maintain inventory at levels in the ordinary course of business consistent with past practice;

(9) shall cause the Target Companies not to, directly or indirectly, acquire or agree to acquire (by merging or consolidating with, or by share exchange, or by purchasing an equity interest in or a substantial portion of the assets of, or by any other means) any Person (other than a Target Company) or division thereof for aggregate consideration exceeding $25 million;

(10) shall cause the Target Companies not to materially change any of the material financial accounting principles or practices used by it except as may be required as a result of a change in IFRS, GAAP or applicable Laws (or authoritative interpretation thereof);

(11) shall cause the Target Companies to use their commercially reasonable efforts to maintain, in full force without interruption, its present insurance policies or comparable insurance coverage applicable to the Business;

(12) shall cause the Target Companies not to (A) make, change or rescind any material election relating to Taxes, including material elections for joint ventures, partnerships, limited liability companies, working interests or other investments where it has the capacity to make such binding election, (B) settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes or (C) change, in any material respect, any of its methods of reporting any item for Tax purposes from those employed in the preparation of its Tax Returns for the most recent taxable year for which a return has been filed, except as may be required by applicable Laws;

(13) shall cause the Target Companies not to (A) file any U.S. federal income or other material amended Tax Return, (B) settle any material claim or assessment relating to Taxes or consent to any material claim or assessment relating to Taxes or any extension or waiver of the statute of limitations for any such material claim or assessment, (C) make, rescind or change any material Tax election, (D) change any annual Tax accounting period or method of Tax accounting, (E) enter into any closing agreement with respect to any material Tax, (F) surrender any right to claim a material Tax refund or (G) modify or amend, or cause to be revoked, any Tax ruling;

(14) shall cause the Target Companies not to create, incur, guarantee or assume any Indebtedness (other than intercompany Indebtedness solely among Target Companies), or issue or sell any debt securities or warrants or rights to acquire any of their debt securities or guarantee any debt securities of others, in each case other than (A) in connection with the refinancing of any Indebtedness of Oxford Nitrogen existing on the date of this Agreement

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(which refinancing shall be able to be repaid at the Closing, without delay, and shall neither (1) increase the amount of Indebtedness of Oxford Nitrogen by more than $250 million nor (2) impose any cost, penalty or premium on the prepayment of such Indebtedness unless Oxford agrees to bear the full amount of such cost, penalty or premium), (B) other Indebtedness in an amount not to exceed $250 million less the amount of any increase in the amount of Indebtedness of Oxford Nitrogen permitted in accordance with clause (14)(1) above in the aggregate (which Indebtedness shall be able to be repaid at the Closing, without delay, and shall not impose any cost, penalty or premium on the prepayment of such Indebtedness unless Oxford agrees to bear the full amount of such cost, penalty or premium) or (C) with respect to Natgasoline, the "Project Financing" contemplated by the Firewater One Term Sheet; provided that in no event shall Oxford cause or permit any of the Target Companies to incur Indebtedness pursuant to the foregoing clauses (A) and (B) to the extent any such incurrence would reasonably be expected to result in the failure of the condition set forth in Section 10.2(f);

(15) shall cause the Target Companies not to make any material loans, advances or capital contributions to, or material investments in, any other Person, other than another Target Company;

(16) shall cause the Target Companies not to, settle or compromise any pending or threatened legal proceeding or claim or pay, discharge or satisfy or agree to pay, discharge or satisfy any liability in connection with any pending or threatened legal proceeding or claim, other than the settlement, compromise, payment, discharge or satisfaction of legal proceedings and liabilities that would involve, individually or in the aggregate, payment of money by a Target Company not in excess of $25 million (net of any reserves therefor and of any insurance proceeds or indemnity, contribution or similar payments available to the Target Companies in respect of such settlement) which would not involve any admission of criminal wrongdoing or result in any material conduct requirement or restriction on a Target Company;

(17) shall cause the Target Companies not to, (A) except in the ordinary course of business or as permitted by any other subsection of this Section 7.1(b), (1) modify or amend in any material respect, waive any material right under or terminate any Material Contract or (2) enter into any new agreement that would have been considered a Material Contract if it had been entered into at or prior to the date of this Agreement, (B) enter into any time Change Orders (as defined in the Wever EPC Contract) that will delay the scheduled Provisional Acceptance Date beyond December 31, 2016, or (C) permit any Target Company to enter into any Contract with a Related Person;

(18) shall cause the Target Companies not to make any payments or other distributions to any Related Person other than payments to employees of the Target Companies in the ordinary course of business consistent with past practice;

(19) shall cause the Target Companies not to, directly or indirectly, (A) make any material changes in their respective cash management policies, (B) accelerate collection of any notes or accounts receivable or other amounts due from third parties in advance of their regular due date in the ordinary course of business or (C) delay payment of any note or account payable or other amounts due to third parties beyond its due date or the date when such payment would have been paid in the ordinary course of business or, except with respect to payments being contested in good faith;

(20) shall cause the Target Companies not to adopt or implement a plan of complete or partial liquidation or a dissolution, restructuring, recapitalization or other reorganization of any Target Company; and

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(21) (A) shall not, directly or indirectly, agree in writing or otherwise to take any of the prohibited actions described in this Section 7.1(b) that refer to Oxford and (B) shall cause the Target Companies not to agree in writing or otherwise to take any of the prohibited actions described in this Section 7.1(b) that refer to such Target Companies.

Section 7.2 Conduct of Cambridge Business Pending Closing. From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, except as (a) set forth in the Cambridge Disclosure Letter, (b) any other provision of this Agreement expressly permits or requires or (c) required by applicable Laws, unless Oxford has consented in writing thereto, such consent not to be unreasonably withheld, delayed or conditioned, Cambridge:

(i) shall not, and shall cause its Subsidiaries not to, consummate, or enter into any agreement to consummate, any merger, acquisition or similar transaction that would reasonably be expected to adversely affect or materially delay the ability of Cambridge or any other Party to obtain any consent, registration, approval, authorization, clearance, no-action letter or other permit necessary or advisable to be obtained from any third party or any Governmental Body in order to consummate the Merger and the other Transactions;

(ii) other than granting, conferring or awarding of any Cambridge Stock Awards to employees, directors and consultants of Cambridge in the ordinary course of business, shall not issue, deliver, sell, grant, transfer, dispose of or subject to a Lien or authorize to deliver, sell, grant, transfer, dispose of or subject to a Lien, any shares of its Capital Stock, or authorize to issue, deliver, sell, transfer, grant, dispose of or subject to a Lien, any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for its Capital Stock, effect any stock split, subdivision, combination, reclassification or otherwise change its capitalization as it existed on the date of this Agreement, in each case except pursuant to the due exercise of Cambridge Stock Options in accordance with their terms or the settlement of other Cambridge Stock Awards in accordance with their terms, in each case that are outstanding as of the date of this Agreement or granted after the date of this Agreement in compliance with this Agreement;

(iii) shall not, directly or indirectly, amend or propose to amend the Charter Documents, or any similar business entity formation or governing document, of Cambridge or Holdco (provided that, for the avoidance of doubt, Holdco may make such amendments required by the DCC or this Agreement in order to convert into a public company with limited liability (naamloze vennootschap) as contemplated by Article III in accordance with the Restructuring Steps Plan);

(iv) shall not (A) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its Capital Stock other than quarterly dividends payable by Cambridge, in an amount per share not to exceed its most recent quarterly per share dividend and with the timing of such dividend to be consistent with past practice or (B) directly or indirectly redeem, purchase or otherwise acquire any shares of its Capital Stock except in the case of this clause (B) in an aggregate amount per fiscal quarter which, when taken together with the aggregate amount of all dividends or other distributions by Cambridge during such fiscal quarter, would not exceed $250 million;

(v) shall not adopt or implement a plan of complete or partial liquidation or a dissolution, re-structuring, re-capitalization or other reorganization of Cambridge; and

(vi) shall not agree in writing or otherwise to take any of the prohibited actions described in this Section 7.2.

Section 7.3 Control of Operations. Without in any way limiting any Party's rights or obligations under this Agreement, the Parties understand and agree that (a) nothing contained in this Agreement shall give Cambridge or Oxford, directly or indirectly, the right to control or direct the other's (or, in

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the case of Cambridge, the right to control or direct any Target Company's) operations prior to the Effective Time and (b) prior to the Effective Time, each of Cambridge and Oxford shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.

Section 7.4 No Solicitation by Oxford.

(a) Oxford shall, shall cause its Subsidiaries to and shall use reasonable best efforts to cause Oxford's and its Subsidiaries' Representatives to (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal for Oxford, (ii) use reasonable best efforts to have all copies of all non-public information that Oxford, its Subsidiaries and Oxford's or its Subsidiaries' Representatives have previously furnished or distributed on or prior to the date of this Agreement to any such Person promptly returned or destroyed, and (iii) from the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, (A) not terminate, waive, amend, release or modify any provision of any confidentiality agreement or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or potential Acquisition Proposal for Oxford, and (B) use reasonable best efforts to enforce any such agreement; provided that if the Oxford Board determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the directors' fiduciary duties under applicable Law, Oxford may waive any such standstill agreement solely to the extent necessary to permit a third party to make, on a confidential basis to the Oxford Board, an Acquisition Proposal for Oxford, conditioned upon such third party agreeing that Oxford shall not be prohibited from providing any information to Cambridge (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 7.4.

(b) From the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Oxford shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause Oxford's and its Subsidiaries' Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage, or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal for Oxford (other than, solely in response to an unsolicited inquiry, to refer the inquiring Person to this Section 7.4 and to limit its conversation or other communication exclusively to such referral), (ii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal for Oxford or that would require Oxford to abandon, terminate or fail to consummate the Transactions, (iii) enter into, initiate, continue or otherwise participate in any way in any discussions or negotiations regarding, or furnish or disclose to any Person (other than a Party) any non-public information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal for Oxford, (iv) approve, recommend or endorse any Acquisition Proposal for Oxford, or (v) resolve, agree or propose to do any of the foregoing.

(c) Notwithstanding anything to the contrary contained in this Section 7.4, if at any time after the date of this Agreement and prior to obtaining the Oxford Stockholder Approval, Oxford, any of its Subsidiaries or any of its or their respective Representatives, receives a bona fide, unsolicited written Acquisition Proposal for Oxford from any Person that did not result from Oxford's, its Subsidiaries' or its or their respective Representatives' knowing or intentional breach of this Section 7.4, and if the Oxford Board determines in good faith, after consultation with its financial

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advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably expected to lead to a Superior Proposal for Oxford and that the failure to take such action would be inconsistent with the directors' fiduciary duties under applicable Law, then Oxford, its Subsidiaries and its and their respective Representatives may, (A) furnish or disclose, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to Oxford and its Subsidiaries (including the Target Companies) to the Person who has made such Acquisition Proposal and its Representatives; provided that Oxford shall concurrently with the delivery to such Person provide to Cambridge any non-public information concerning the Target Companies or the Business that is provided or made available to such Person or its Representatives unless such non-public information has been previously provided or made available to Cambridge and (B) enter into, initiate, continue or otherwise participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. Oxford shall promptly (and in any event within twenty-four (24) hours) notify Cambridge in writing if Oxford furnishes non-public information or enters into discussions or negotiations as provided in this Section 7.4(c).

(d) Oxford shall promptly (and in any event within twenty-four (24) hours) notify Cambridge in writing of its receipt, directly or indirectly, of an Acquisition Proposal for Oxford or a proposal or offer that is reasonably likely to lead to an Acquisition Proposal for Oxford or any inquiry or request for discussions or negotiations relating to a possible Acquisition Proposal for Oxford. Such notice shall indicate the identity of the Person or group making such Acquisition Proposal or such inquiry, request, proposal or offer and the material terms and conditions thereof (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter Oxford shall keep Cambridge promptly informed of the status of such Acquisition Proposal and any material changes to the terms thereof.

(e) Except as expressly permitted by this Section 7.4(e), the Oxford Board shall not (i) (A) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Cambridge, the Oxford Board Recommendation or (B) adopt, approve or recommend to stockholders of Oxford, or publicly propose to adopt, approve or recommend to stockholders of Oxford, an Acquisition Proposal for Oxford (any action described in this clause (i) being referred to as an "Oxford Adverse Recommendation Change"), or (ii) authorize, cause or permit Oxford or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to any Acquisition Proposal for Oxford (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 7.4(c)). Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Oxford Stockholder Approval is obtained, but not after, the Oxford Board may make an Oxford Adverse Recommendation Change under clause (A) of such definition if and only if, both (1) solely in response to an Intervening Event or a Superior Proposal for Oxford and (2) prior to taking such action, the Oxford Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Oxford Board's fiduciary duties under applicable Law; provided, however, that prior to making such Oxford Adverse Recommendation Change, (x) Oxford has given Cambridge at least five (5) Business Days' prior written notice of its intention to take such action, and specifying, in reasonable detail, the reasons therefor, (y) Oxford has negotiated, and has caused its Representatives to negotiate, in good faith with Cambridge during such notice period, to the extent Cambridge wishes to negotiate, to enable Cambridge to propose revisions to the terms of this Agreement such that it would permit the Oxford Board not to make an Oxford Adverse Recommendation Change pursuant to this Section 7.4(e) and (z) upon the end of such notice period, the Oxford Board shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Cambridge, and

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shall have determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the Oxford Board's fiduciary duties under applicable Law.

Section 7.5 No Solicitation by Cambridge.

(a) Cambridge shall, shall cause its Subsidiaries to and shall use reasonable best efforts to cause Cambridge's and its Subsidiaries' Representatives to (i) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal for Cambridge, (ii) use reasonable best efforts to have all copies of all non-public information that Cambridge, its Subsidiaries and Cambridge's or its Subsidiaries' Representatives have previously furnished or distributed on or prior to the date of this Agreement to any such Person promptly returned or destroyed, and (iii) from the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, (A) not terminate, waive, amend, release or modify any provision of any confidentiality agreement or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal or potential Acquisition Proposal for Cambridge, and (B) use reasonable best efforts to enforce any such agreement; provided that if the Cambridge Board determines in good faith, after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the directors' fiduciary duties under applicable Law, Cambridge may waive any such standstill agreement solely to the extent necessary to permit a third party to make, on a confidential basis to the Cambridge Board, an Acquisition Proposal for Cambridge, conditioned upon such third party agreeing that Cambridge shall not be prohibited from providing any information to Oxford (including regarding any such Acquisition Proposal) in accordance with, and otherwise complying with, this Section 7.5.

(b) From the date of this Agreement until the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Cambridge shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause Cambridge's and its Subsidiaries' Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly facilitate or knowingly encourage, or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal for Cambridge (other than, solely in response to an unsolicited inquiry, to refer the inquiring Person to this Section 7.5 and to limit its conversation or other communication exclusively to such referral), (ii) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or could reasonably be expected to lead to, any Acquisition Proposal for Cambridge or that would require Cambridge to abandon, terminate or fail to consummate the Transactions, (iii) enter into, initiate, continue or otherwise participate in any way in any discussions or negotiations regarding, or furnish or disclose to any Person (other than a Party) any non-public information with respect to, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal for Cambridge, (iv) approve, recommend or endorse any Acquisition Proposal for Cambridge, or (v) resolve, agree or propose to do any of the foregoing.

(c) Notwithstanding anything to the contrary contained in this Section 7.5, if at any time after the date of this Agreement and prior to obtaining the Cambridge Stockholder Approval, Cambridge, any of its Subsidiaries or any of its or their respective Representatives, receives a bona fide, unsolicited written Acquisition Proposal for Cambridge from any Person that did not result from Cambridge's, its Subsidiaries' or its or their respective Representatives' knowing or intentional breach of this Section 7.5, and if the Cambridge Board determines in good faith, after

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consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably expected to lead to a Superior Proposal for Cambridge and that the failure to take such action would be inconsistent with the directors' fiduciary duties under applicable Law, then Cambridge, its Subsidiaries and its and their respective Representatives may, (A) furnish or disclose, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to Cambridge and its Subsidiaries to the Person who has made such Acquisition Proposal and its Representatives; provided that Cambridge shall concurrently with the delivery to such Person provide to Oxford any non-public information concerning Cambridge or its Subsidiaries that is provided or made available to such Person or its Representatives unless such non-public information has been previously provided or made available to Oxford and (B) enter into, initiate, continue or otherwise participate in discussions or negotiations with the Person making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. Cambridge shall promptly (and in any event within twenty-four (24) hours) notify Oxford in writing if Cambridge furnishes non-public information or enters into discussions or negotiations as provided in this Section 7.5(c).

(d) Cambridge shall promptly (and in any event within twenty-four (24) hours) notify Oxford in writing of its receipt, directly or indirectly, of an Acquisition Proposal for Cambridge or a proposal or offer that is reasonably likely to lead to an Acquisition Proposal for Cambridge or any inquiry or request for discussions or negotiations relating to a possible Acquisition Proposal for Oxford. Such notice shall indicate the identity of the Person or group making such Acquisition Proposal or such inquiry, request, proposal or offer and the material terms and conditions thereof (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter Cambridge shall keep Oxford promptly informed of the status of such Acquisition Proposal and any material changes to the terms thereof.

(e) Except as expressly permitted by this Section 7.5(e), the Cambridge Board shall not (i) (A) change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in each case in a manner adverse to Oxford, the Cambridge Board Recommendation or (B) adopt, approve or recommend to stockholders of Cambridge, or publicly propose to adopt, approve or recommend to stockholders of Cambridge, an Acquisition Proposal for Cambridge (any action described in this clause (i) being referred to as a "Cambridge Adverse Recommendation Change"), or (ii) authorize, cause or permit Cambridge or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to any Acquisition Proposal for Cambridge (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 7.5(c)). Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Cambridge Stockholder Approval is obtained, but not after, the Cambridge Board may make a Cambridge Adverse Recommendation Change under clause (A) of such definition if and only if, prior to taking such action, both (1) solely in response to an Intervening Event or an Superior Proposal and (2) the Cambridge Board has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the Cambridge Board's fiduciary duties under applicable Law; provided, however, that prior to making such Cambridge Adverse Recommendation Change, (x) Cambridge has given Oxford at least five (5) Business Days' prior written notice of its intention to take such action, and specifying, in reasonable detail, the reasons therefor, (y) Cambridge has negotiated, and has caused its Representatives to negotiate, in good faith with Oxford during such notice period, to the extent Oxford wishes to negotiate, to enable Oxford to propose revisions to the terms of this Agreement such that it would permit the Cambridge Board not to make a Cambridge Adverse Recommendation Change pursuant to this Section 7.5(e) and (z) upon the end of such notice period, the Cambridge Board shall have considered in good faith any revisions to the terms of this

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Agreement proposed in writing by Oxford, and shall have determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the Cambridge Board's fiduciary duties under applicable Law.

(f) Nothing contained in this Section 7.5 shall prohibit Cambridge or the Cambridge Board from (i) taking and disclosing to Cambridge's stockholders its position with respect to any tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or from issuing a "stop, look and listen" statement pending disclosure of its position thereunder or (ii) making any disclosures to its stockholders if the Cambridge Board determines in good faith that the failure to make such disclosure would be inconsistent with the Cambridge Board's fiduciary duties to Cambridge's stockholders under applicable Law; provided, however, that (A) in no event shall this Section 7.5(f) affect the other obligations specified in this Section 7.5 and (B) any such disclosure (other than issuance by Cambridge of a "stop, look and listen" or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or declaration of advisability by the Cambridge Board with respect to this Agreement or an Acquisition Proposal shall be deemed to be a Cambridge Adverse Recommendation Change unless the Cambridge Board in connection with such communication publicly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the Cambridge Board without making or disclosing any Cambridge Adverse Recommendation Change.

Section 7.6 Preparation of the Proxy Statement and Form S-4; Provision of Oxford Financial Statements; Cambridge and Oxford Stockholder Meetings.

(a) Cambridge shall, as promptly as reasonably practicable, prepare and file, subject to receipt of all financial statements and other information required to be provided by Oxford hereunder, with the SEC (i) a proxy statement (together with any supplement or amendment thereto, the "Proxy Statement"), which Cambridge shall file with the SEC, relating to the meeting of Cambridge's stockholders to be held for the purpose of obtaining the Cambridge Stockholder Approval (such meeting, the "Cambridge Stockholder Meeting") in accordance and in compliance with the Exchange Act and the rules and regulations thereunder and (ii) the Form S-4, which Holdco shall file with the SEC, and in which the Proxy Statement and Oxford Notice will be included as prospectuses. Each of the Parties will cooperate in the preparation of the Proxy Statement and Form S-4. Oxford shall as promptly as reasonably practicable furnish to Cambridge and Holdco in writing, for inclusion in the Proxy Statement and Form S-4, all information concerning Oxford required under the Securities Act and the Exchange Act, and the rules and regulations thereunder, to be included in the Proxy Statement and Form S-4, as may be reasonably requested by Cambridge. Cambridge, Holdco and Oxford shall notify one another promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or Form S-4 or for additional information related to the Proxy Statement or Form S-4 and will promptly supply one another with copies of all correspondence between Cambridge, Holdco, Oxford or any of their respective officers, employees, legal advisors or agents, on the one hand, and the SEC or its staff or any state securities commission, on the other hand, with respect to the Proxy Statement or Form S-4 or the Transactions. Prior to filing or mailing the Proxy Statement or Form S-4 (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Cambridge shall provide Oxford with a reasonable opportunity to review and comment on such document or proposed response or compliance with any such request. No filing of, or amendment or supplement to, the Proxy Statement or Form S-4 shall be made by Cambridge or Holdco without first providing Oxford a reasonable opportunity to review and comment thereon and considering in good faith any such comments from Oxford. If at any time prior to the Closing, any information relating to Cambridge or Oxford or any of their respective Affiliates, directors or officers, should

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be discovered by Cambridge or Oxford which should be set forth in an amendment or supplement to the Proxy Statement or Form S-4, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly prepared, filed with the SEC and disseminated to the stockholders of Cambridge, in each case to the extent required by applicable Laws. Each of the Parties shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after its filing and to keep the Form S-4 effective as long as necessary to consummate the Merger and the other Transactions. The applicable Party shall advise the other Parties promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, or the suspension of the qualification of the shares of Holdco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement or Form S-4 has been included therein by Cambridge and Holdco, if applicable, Cambridge shall promptly file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed (including by electronic delivery if permitted) as promptly as practicable, to its stockholders of record, as of the record date established by the Cambridge Board pursuant to Section 7.6(d) and set forth in the Proxy Statement. In addition to the foregoing, the Parties shall use their respective reasonable best efforts to take any action (other than qualifying to do business in a jurisdiction in which it is not now so qualified) required to be taken under any applicable state or provincial securities Laws in connection with the issuance and reservation of shares of Holdco Common Stock in the Merger. Cambridge shall be solely responsible for all filing fees and printing and mailing expenses incurred by or on behalf of Cambridge and Holdco in connection with the Proxy Statement, Form S-4 and the Cambridge Stockholder Meeting.

(b) As promptly as reasonably practicable after the date of this Agreement, except as otherwise provided in Section 7.6(c) or Section 7.14(b), Oxford shall furnish to Cambridge and Holdco all information concerning it, the Business, its Affiliates and the Target Companies (including a description of the Business, customary management's discussion and analysis of financial condition and results of operations, a discussion of quantitative and qualitative disclosures of market risk and the information necessary for Cambridge and Holdco to prepare any required pro forma financial statements) as may be reasonably requested and as required by the applicable rules of the SEC and other Laws, and such other information as the SEC or any other Governmental Body may reasonably request or require, in connection with the preparation of the Proxy Statement and Form S-4. All information supplied by or on behalf of Oxford for inclusion or incorporation by reference in the Proxy Statement and Form S-4 will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law.

(i) on or before November 5, 2015 or, if available prior to such date, when they become available, audited combined balance sheets of the Target Companies as of December 31, 2014 and December 31, 2013;

(ii) on or before November 5, 2015 or, if available prior to such date, when they become available, audited combined statements of income and cash flows of the Target Companies for the years ended December 31, 2014 and December 31, 2013 and unaudited combined statements of income and cash flows of the Target Companies for the year ended December 31, 2012 (the audited financial statements in this Section 7.6(c)(i)-(ii), the "Business Audited Financial Statements");

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(iii) such interim unaudited financial statements of the Target Companies required to be included in the Proxy Statement and Form S-4, which, for the avoidance of doubt, shall include providing interim unaudited financial statements of the Target Companies as of and for the six months ending June 30, 2015 no later than November 5, 2015 or, if available prior to such date, when they become available (the interim financial statements in this Section 7.6(c)(iii), the "Business Interim Financial Statements"); and

(iv) such other audited and unaudited financial statements of and information regarding the Business and the Target Companies, to the extent required for the Proxy Statement and Form S-4, and any reports, attestations or similar documents by Oxford's auditor to be included in the Proxy Statement and Form S-4.

The Business Audited Financial Statements, Business Interim Financial Statements and the other information provided pursuant to this Section 7.6(c) shall be prepared in accordance with IFRS-IASB, except that the financial information required to be provided in connection with the preparation of pro forma financial statements of Cambridge or Holdco shall be prepared in accordance with GAAP.

(d) As promptly as reasonably practicable following the date on which the Form S-4 is declared effective, subject to Oxford's timely performance of its obligations set forth in Section 7.6(a) , but subject to Section 7.6(g), Cambridge shall take all action in accordance with the federal securities Laws, the DGCL, the Cambridge Certificate and the Cambridge Bylaws necessary to establish a record date for, duly call, give notice of, convene and hold the Cambridge Stockholder Meeting as soon as reasonably practical for purposes of seeking the Cambridge Stockholder Approval. Cambridge may adjourn or postpone the Cambridge Stockholder Meeting only (i) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that it determines in good faith is required by applicable Laws to be disseminated to its stockholders is so disseminated or (ii) if there are insufficient shares of Cambridge Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Cambridge Stockholder Meeting. Except as expressly permitted by Section 7.5, Cambridge shall include the Cambridge Board Recommendation in the Proxy Statement and solicit and use reasonable best efforts to obtain the Cambridge Stockholder Approval at the Cambridge Stockholder Meeting. For the avoidance of doubt, Cambridge shall not be required to hold the Cambridge Stockholder Meeting if this Agreement is validly terminated in accordance with Article XI.

(e) Oxford shall, as promptly as reasonably practicable, prepare a notice together with a shareholders circular (together with any supplement or amendment thereto, the "Oxford Notice") relating to the meeting of Oxford's stockholders to be held for the purpose of obtaining the Oxford Stockholder Approval (such meeting, the "Oxford Stockholder Meeting") in accordance and in compliance with Dutch Laws and the Oxford Articles of Association (including the rules of Euronext Amsterdam). Each of the Parties will cooperate in the preparation of the Oxford Notice. Prior to mailing or otherwise making available to Oxford's stockholders the Oxford Notice (or any amendment or supplement thereto), Oxford shall provide Cambridge with a reasonable opportunity to review and comment on the Oxford Notice and all documents attached thereto. As promptly as reasonably practicable following the date on which the Form S-4 is declared effective, but subject to Section 7.6(g), Oxford shall take all action in accordance with Dutch Laws and the Oxford Articles of Association necessary to establish a record date for, duly call, give notice of, convene and hold the Oxford Stockholder Meeting as soon as reasonably practical for purposes of seeking the Oxford Stockholder Approval. Oxford may postpone the Oxford Stockholder Meeting only to the extent necessary to ensure that any supplement or amendment to the Oxford Notice that it determines in good faith is required by applicable Laws to be disseminated to its stockholders is so disseminated (it being understood that, pursuant to Dutch Law, any such postponement may

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require Oxford to cancel, establish a new record date for, duly call, give notice anew of, convene and hold the Oxford Stockholder Meeting). Except as expressly permitted by Section 7.4, Oxford shall include the Oxford Board Recommendation in the Oxford Notice and solicit and use reasonable best efforts to obtain the Oxford Stockholder Approval at the Oxford Stockholder Meeting. For the avoidance of doubt, Oxford shall not be required to hold the Oxford Stockholder Meeting if this Agreement is validly terminated in accordance with Article XI. Oxford shall be solely responsible for all filing fees and printing and mailing expenses incurred by or on behalf of Oxford in connection with the Oxford Notice.

(f) The Parties shall cooperate with and keep one another informed on a current basis regarding their respective solicitation efforts and voting results following the dissemination of the Proxy Statement or Oxford Notice to their respective stockholders.

(g) Notwithstanding anything to the contrary in this Section 7.6, the Parties will use their respective reasonable best efforts to hold the Oxford Stockholder Meeting and the Cambridge Stockholder Meeting on the same date.

Section 7.7 Notification.

(a) From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, (i) Cambridge shall give prompt notice to Oxford of the occurrence or non-occurrence of any change, development, event, occurrence, effect or state of facts whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause any condition set forth in Section 10.3(a), Section 10.3(b) or Section 10.3(c) not to be satisfied at any time from the date of this Agreement to the Closing Date, and (ii) Oxford shall give prompt notice to Cambridge of the occurrence or non-occurrence of any change, development, event, occurrence, effect or state of facts whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause any condition set forth in Section 10.2(a), Section 10.2(b) or Section 10.2(c) not to be satisfied at any time from the date of this Agreement to the Closing Date; provided that any failure to give notice in accordance with the foregoing shall not in and of itself constitute a violation of this Agreement (including this Section 7.7) or the failure of any condition set forth in Section 10.2 or Section 10.3 to be satisfied.

(b) From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, each Party shall make available to the other a copy of (i) any written notice or other written communication received by such Party or any of its Subsidiaries from any third party alleging that the consent of such third party is or may be required in connection with the Merger or the other Transactions, if there is a reasonable likelihood that the failure to obtain such consent would have a material impact on such Party or on the timing of the consummation of the Merger or the other Transactions, (ii) any written notice or other written communication between any Governmental Body and such Party or any of its Subsidiaries in connection with the Merger or the other Transactions and (iii) any material suits, actions, proceedings or investigations commenced or, to such Party's knowledge, threatened that relate to this Agreement, the Merger or the other Transactions. Any Party making available a copy of any document pursuant to this Section 7.7(b) may redact therefrom such information as would, in such Party's and its outside legal counsel's reasonable judgment, (i) cause significant competitive harm to such Party or any of its Subsidiaries if the Transactions are not consummated or disclose references concerning the valuation of the Transactions, (ii) jeopardize the attorney-client or other legal privilege of such Party or any of its Subsidiaries or (iii) conflict with any (A) Law applicable to such Party or any of its Subsidiaries or the assets, or operation of the business, of such Party or any of its Subsidiaries or (B) Contract to which such Party or any of its Subsidiaries is a party or by which any of the its or their assets or properties are bound; provided, however, that in such instances such Party shall when providing the redacted copy of such document contemporaneously

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inform the other Party of the general nature of the information being redacted and, upon the other Party's request, reasonably cooperate with the other Party to provide such redacted information, in whole or in part, in a manner that would not cause any such competitive harm (including by entering in to a "clean team" or similar agreement), jeopardize any such privilege (including by entering into a common interest or joint defense agreement) or conflict with any such Law or Contract.

(c) No notification or making available of information contemplated by this Section 7.7 shall affect the representations, warranties, covenants or agreements of the Parties, the conditions to the obligations of the Parties or the other remedies available to the Party receiving such notification.

Section 7.8 Employee Matters

(a) With respect to any Benefit Plans in which any individual who is employed as of the Effective Time by Cambridge and its Subsidiaries or by the Target Companies and who remains employed by Cambridge and its Subsidiaries or by the Target Companies (such employees collectively the "Affected Employees") first becomes eligible to participate on or after the Effective Time, and in which such Affected Employee did not participate prior to the Effective Time (the "New Plans"), Holdco shall, or shall cause its Subsidiaries (subject to applicable Laws and applicable tax qualification requirements) to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees and their eligible dependents under any New Plans in which such Affected Employees may be eligible to participate after the Effective Time, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous Cambridge Benefit Plan or Oxford Benefit Plan, as the case may be; (ii) provide each Affected Employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to the Effective Time under a Cambridge Benefit Plan or Oxford Benefit Plan (to the same extent that such credit was given under the analogous Cambridge Benefit Plan or Oxford Benefit Plan, as applicable, prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket requirements under any New Plans in which such Affected Employee may be eligible to participate after the Effective Time for the same plan year; and (iii) recognize all service of the Affected Employees with Cambridge and Oxford and their respective Affiliates for all purposes (including, purposes of eligibility to participate, vesting credit, entitlement to benefits) in any New Plan in which such employees may be eligible to participate after the Effective Time, including any severance plan, to the extent such service is taken into account under the applicable New Plan (to the extent recognized under the corresponding Cambridge Benefit Plan or Oxford Benefit Plan); provided that the foregoing shall not apply for purposes of benefit accrual under defined benefit plans or to the extent it would result in duplication of benefits.

(b) Notwithstanding anything in this Agreement to the contrary, after the Effective Time, the terms and conditions of employment for any Affected Employee whose employment is subject to a Collective Bargaining Agreement that binds Holdco or its Subsidiaries after the Effective Time shall be governed by such Collective Bargaining Agreement until its expiration, modification or termination in accordance with its terms and applicable Law.

(c) With respect to any individual who is employed as of the Effective Time by Cambridge and its Subsidiaries or the Target Companies and who becomes an employee of Holdco or its Subsidiaries or remains an employee of the Target Companies following the Effective Time, Holdco shall assume in its entirety or cause its Subsidiaries to honor all obligations under, any change in control severance agreement between such individuals and Cambridge or a Cambridge Subsidiary.

(d) Subject to Section 7.8(a), no provision of this Section 7.8 shall be construed as a limitation on the right of Holdco and its Subsidiaries to amend or terminate any specific

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Cambridge Benefit Plan or Target Benefit Plan that Cambridge or Oxford would otherwise have under the terms of such Cambridge Benefit Plan or Target Benefit Plan, or shall any provision of this Section 7.8 be construed to require the continuation of the employment of any particular Affected Employee. The provisions of this Section 7.8 are solely for the benefit of the Parties, and no current or former director, officer, employee or independent contractor or any other Person shall be a third-party beneficiary of this Section 7.8 of this Agreement, and nothing herein shall be construed as an amendment to any Oxford Benefit Plan, Cambridge Benefit Plan or other compensation or benefit plan or arrangement for any purpose.

(e) Oxford and Cambridge shall consult each other in good faith and in a reasonably timely manner in advance of any material communications with Affected Employees or their Representatives regarding the impact of the Transactions on the Affected Employees, including the impact on Oxford Benefit Plans or Cambridge Benefit Plans.

(f) Oxford and Cambridge have taken and/or shall take all steps necessary to comply with any information or consultation requirements with any labor union, works council, labor organization or employee representative body regarding the Transactions prior to the Closing, whether pursuant to any Collective Bargaining Agreement to which Oxford, Cambridge, any of their respective Subsidiaries is a party to or bound by or pursuant to applicable Law, including for the avoidance of doubt the Social and Economic Council Merger Regulation for the protection of employees (SER-Besluit fusiegedragsregels 2000 ter bescherming van de belangen van werknemers) and the Dutch Works Council Act (Wet op de Ondernemingsraden), which require Oxford to inform and invite certain trade unions for consultation prior to entering into this agreement and to inform and consult with the Oxford Nitrogen works council prior to the Closing. If any of the employee representative bodies wishes to discuss or make their consultation or opinion conditional upon any commitment, forward-looking statement, condition, obligation, requirement, undertaking or modification, Oxford and Cambridge shall discuss in good faith whether to accommodate this. Oxford and Cambridge shall use commercially reasonable efforts to resolve any outstanding issues in this respect and to address any concerns or conditions of such employee representative bodies, without any binding obligation to address any concerns or agree on any conditions.

(g) For a period of one (1) year from and after the Closing Date, Oxford shall not, and shall not permit any of its controlled Affiliates or any of its and their respective Representatives to, directly or indirectly, (i) cause, induce or attempt to cause or induce any employee of Holdco and its Subsidiaries or a Target Company to terminate such relationship; (ii) in any way interfere with the relationship between Holdco and its Subsidiaries and the Target Companies and any of their respective employees; or (iii) hire, retain, employ or otherwise engage or attempt to hire, retain, employ or otherwise engage as an employee, independent contractor or otherwise, any employee of Holdco and its Subsidiaries or the Target Companies; provided, however, that Oxford shall not be precluded from hiring, retaining, employing or otherwise engaging any Person who responds to general or public solicitation not targeted at employees of Holdco and its Subsidiaries or the Target Companies.

Section 7.9 Access; Confidentiality.

(a) From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Oxford shall, and shall cause the Target Companies to, subject to applicable Laws relating to the sharing of information and upon reasonable advance notice, afford Cambridge's Representatives reasonable access, during normal business hours, to its personnel, properties, books and records and contracts of the Target Companies and, during such period, Oxford shall, and shall cause the Target Companies to, furnish promptly to the other all information concerning the Business, the Target Companies and their properties and personnel as may reasonably be requested by Cambridge; provided that such access

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shall not include any right to conduct environmental sampling or testing at any of the Oxford Real Property; provided, further, that all access and furnishing of information contemplated by this Section 7.9 shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Oxford or the Target Companies.

(b) From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, Cambridge shall, and shall cause its Subsidiaries to, subject to applicable Laws relating to the sharing of information and upon reasonable advance notice, afford Oxford's Representatives reasonable access, during normal business hours, to its personnel, properties, books and records and Contracts and, during such period, Cambridge shall, and shall cause its Subsidiaries to, furnish promptly to the other all information concerning its and their businesses, properties and personnel as may reasonably be requested by Oxford; provided that such access shall not include any right to conduct environmental sampling or testing at any Cambridge real property; provided, further, that all access and furnishing of information contemplated by this Section 7.9(b) shall be conducted in such a manner as not to interfere unreasonably with the normal operations of Cambridge or its Subsidiaries.

(c) All information exchanged pursuant to Section 7.9(a) or Section 7.9(b) shall be governed by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Section 7.9, no Party or any of its Subsidiaries shall be required to provide any access, or furnish any information, if doing so would, in such Party's and its outside legal counsel's reasonable judgment, (i) cause significant competitive harm to such Party or any of its Subsidiaries if the Transactions are not consummated or disclose references concerning the valuation of the Transactions, (ii) jeopardize the attorney-client or other legal privilege of such Party or any of its Subsidiaries or (iii) conflict with any (A) Law applicable to such Party or any of its Subsidiaries or the assets, or operation of the business, of such Party or any of its Subsidiaries or (B) Contract to which such Party or any of its Subsidiaries is a party or by which any of the its or their assets or properties are bound; provided, however, that in such instances such Party shall promptly inform the other Party of the general nature of the information being withheld and, upon the other Party's request, reasonably cooperate with the other Party to provide such access or furnish such information, in whole or in part, in a manner that would not cause any such competitive harm (including by entering in to a "clean team" or similar agreement), jeopardize any such privilege (including by entering into a common interest or joint defense agreement) or conflict with any such Law or Contract. No access provided or information furnished pursuant to Section 7.9(a) or Section 7.9(b) shall affect the representations, warranties, covenants or agreements of the Parties, the conditions to the obligations of the Parties or the other remedies available to the other Party to which such access was provided or such information was furnished.

(d) Cambridge and Oxford agree that their respective obligations under the Confidentiality Agreement shall continue and remain in effect until the Closing, upon which such obligations shall expire. In the event that this Agreement is terminated pursuant to the terms hereof prior to the Closing, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms or, if later, for one (1) years from the date of such termination.

(e) From and after the Closing, Oxford shall not, and Oxford shall cause the Oxford Companies and its and their respective Representatives not to, divulge or convey to any third party or use any Target Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of Target Confidential Information as such Person reasonably determines they are legally obligated to disclose if: (i) they receive a request to disclose all or any part of the Target Confidential Information under the terms of a subpoena, civil investigative demand or order issued by or for the benefit of a Governmental Body; (ii) to the extent not inconsistent with such request and permissible under applicable Law, the recipient notifies Holdco of the existence, terms and circumstances surrounding such request and consults with Holdco on

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the advisability of taking steps available under applicable Laws to resist or narrow such request; (iii) the recipient discloses only that portion of the Target Confidential Information as it reasonably determines it is legally obligated to disclose; and (iv) if so requested by Holdco, the recipient cooperates with Holdco and otherwise exercises its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Target Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order. Any cooperation or other exercise of efforts pursuant to the foregoing clause (iv) shall be undertaken at Holdco's sole cost and expense.

(f) From and after the Closing, Holdco shall not, and Holdco shall cause its Subsidiaries (including the Target Companies and Cambridge) and its and their respective Representatives not to, divulge or convey to any third party or use any Oxford Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of Oxford Confidential Information as such Person reasonably determines they are legally obligated to disclose if: (i) they receive a request to disclose all or any part of the Oxford Confidential Information under the terms of a subpoena, civil investigative demand or order issued by or for the benefit of a Governmental Body; (ii) to the extent not inconsistent with such request and permissible under applicable Law, the recipient notifies Oxford of the existence, terms and circumstances surrounding such request and consults with Oxford on the advisability of taking steps available under applicable Laws to resist or narrow such request; (iii) the recipient discloses only that portion of the Oxford Confidential Information as it reasonably determines it is legally obligated to disclose; and (iv) if so requested by Oxford, the recipient cooperates with Oxford and otherwise exercises its reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the Oxford Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order. Any cooperation or other exercise of efforts pursuant to the foregoing clause (iv) shall be undertaken at Oxford's sole cost and expense.

(g) For a period of ten (10) years after the Closing Date or such other period required by applicable Laws, Holdco shall, and shall cause the Target Companies to, (i) preserve and retain all corporate, accounting, legal, auditing, human resources and other books and records of each Target Company (including any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations, collectively the "Target Records") relating to the conduct and operations of the Business prior to the Closing Date and (ii) afford to Oxford and Oxford's accountants, counsel and other Representatives reasonable access to inspect and copy during regular business hours, upon reasonable advance notice, any such Target Records. During such ten (10)-year period, Holdco (or its successors and assigns) shall not, and shall cause the Target Companies not to, destroy or dispose of or allow the destruction or disposition of any Target Record, without first having offered in writing to deliver such Target Records to Oxford. Holdco and the Target Companies (or their respective successors and assigns) shall be entitled to destroy or dispose of the Target Records only if (i) Oxford shall have failed to request delivery of such Target Records within forty-five (45) days after receipt of the written offer described in the preceding sentence or (ii) Oxford shall have requested copies of such Target Records within such forty-five (45) day period and Holdco shall have delivered such Target Records to Oxford (which delivery shall be at Oxford's sole cost and expense).

(h) For a period of ten (10) years after the Closing Date or such other period required by applicable Laws Oxford shall (i) preserve and retain all corporate, accounting, legal, auditing, human resources and other books and records of each Target Company (including any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations, collectively the "Oxford Records") relating to the conduct and operations of the Business prior to the Closing Date in Oxford's possession and (ii) afford to Holdco and Holdco's

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accountants, counsel and other Representatives reasonable access to inspect and copy during regular business hours, upon reasonable advance notice, any such Oxford Records. During such ten (10)-year period, Oxford (or its successors and assigns) shall not destroy or dispose of or allow the destruction or disposition of any Oxford Record, without first having offered in writing to deliver such Oxford Records to Holdco. Oxford (or its successors and assigns) shall be entitled to destroy or dispose of the Oxford Records only if (i) Holdco shall have failed to request delivery of such Oxford Records within forty-five (45) days after receipt of the written offer described in the preceding sentence or (ii) Holdco shall have requested copies of such Oxford Records within such forty-five (45) day period and Oxford shall have delivered such Oxford Records to Holdco (which delivery shall be at Holdco's sole cost and expense).

Section 7.10 Reasonable Best Efforts; Regulatory Filings and Other Actions.

(a) Each Party shall use its reasonable best efforts to take or cause to be taken all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to cause the conditions set forth in Section 10.1 and (in the case of Oxford) Section 10.2 or (in the case of Cambridge) Section 10.3 to be satisfied and to consummate and make effective the Merger and the other Transactions as soon as practicable, including using its reasonable best efforts to obtain, or cause to be obtained, all waivers, permits, consents, approvals, authorizations, qualifications and orders of all Governmental Bodies and officials and parties to Contracts with Cambridge, Oxford or any of their respective Subsidiaries that may be or become necessary for the performance of obligations pursuant to this Agreement and the consummation of the Merger and the other Transactions. Notwithstanding the foregoing, none of Oxford, any of its Subsidiaries or any Affiliates shall have any obligation to agree to amend or modify any Contract or pay any fees, costs or expenses to any third party in connection with obtaining any such waivers, permits, consents, approvals, authorizations, qualifications or orders. Each Party shall cooperate and assist one another in good faith (i) in connection with all actions to be taken pursuant to this Section 7.10(a), including the preparation and making of the filings referred to herein and, if requested, amending or furnishing additional information hereunder, and (ii) in seeking, as promptly as practicable, to obtain all such waivers, permits, consents, approvals, authorizations, qualifications and orders. Upon the terms and subject to the conditions set forth in this Agreement (including Section 7.10(b)), each Party agrees to make any filings required to be made pursuant to the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws with respect to the Merger and the other Transactions as promptly as practicable and to supply as promptly as practicable to the appropriate Governmental Bodies any additional information and documentary material that may be requested by such Governmental Bodies pursuant to the HSR Act, the EU Merger Regulation or such other applicable Antitrust Laws. All such antitrust filings to be made shall be made in substantial compliance with the requirements of the HSR Act, the EU Merger Regulation and such other applicable Antitrust Laws, as applicable. All filing fees payable to Governmental Bodies in connection with the foregoing shall be borne exclusively by Cambridge, and Cambridge shall promptly reimburse Oxford and its Affiliates for any such fees paid by such Persons in connection with this Agreement, the Merger and the other Transactions.

(b) In furtherance, and without limiting the generality, of the foregoing, the Parties shall use their reasonable best efforts to (i) cooperate with and assist each other in good faith to (A) determine, as promptly as practicable, which filings are required to be made pursuant to the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws with respect to the Merger and the other Transactions, (B) provide or cause to be provided as promptly as practicable to the other Parties all necessary information and assistance as any Governmental Body may from time to time require of such Party in connection with obtaining the relevant waivers, permits, consents, approvals, authorizations, qualifications, orders or expiration of waiting periods in relation to such filings or in connection with any other review or investigation of the Merger and

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the other Transactions by a Governmental Body pursuant to the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws and (C) provide or cause to be provided as promptly as practicable all assistance and cooperation to allow the other Parties to prepare and submit any such filings or submissions required to be submitted under the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws, including providing to the other Parties any information that the other Parties may from time to time require for the purpose of any filing with, notification to, application with, or request for further information made by, any Governmental Body in respect of any such filing and (ii) (A) cooperate with and assist each other in good faith to devise and implement a joint strategy for making such filings, including the timing thereof, and for obtaining any related antitrust, competition, fair trade or similar clearances, (B) consult in advance with the other Parties and in good faith take the other Parties' views into account regarding the overall strategic direction of obtaining such antitrust, competition, fair trade or similar clearances and (C) consult with the other Parties prior to taking any material substantive position in any written submissions or, to the extent practicable, in any discussions with Governmental Bodies with respect to such antitrust, competition, fair trade or similar clearances. Cambridge shall be permitted to take the lead in all joint meetings and communications with any Governmental Body in connection with obtaining any necessary antitrust, competition, fair trade or similar clearances; provided that Cambridge shall have complied with its obligations under the other provisions of this Section 7.10. Each Party shall permit the other Parties to review and discuss in advance, and shall consider in good faith the views of the other Parties in connection with, any analyses, presentations, memoranda, briefs, written arguments, opinions, written proposals or other materials to be submitted to the Governmental Bodies. Each Party shall keep the other apprised of the material content and status of any material communications with, and material communications from, any Governmental Body with respect to the Merger and the other Transactions, including promptly notifying the other of any material communication it receives from any Governmental Body relating to any review or investigation of the Merger and the other Transactions under the HSR Act, the EU Merger Regulation or other applicable Antitrust Laws. The Parties shall, and shall use their reasonable best efforts to cause their respective Affiliates to, provide each other with copies of all material, substantive correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Body or members of its staff, on the other hand, with respect to this Agreement, the Merger and the other Transactions; provided, however, that materials may be redacted (1) to remove references concerning the valuation of Oxford and its Subsidiaries or Cambridge and its Subsidiaries, as applicable; (2) as necessary to comply with any Contract or applicable Laws or orders; and (3) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

(c) Cambridge and Oxford shall, and shall cause each of their respective Subsidiaries to, take any and all steps necessary to obtain approval of the consummation of the Merger and the other Transactions by any Antitrust Authority, including taking all steps necessary to avoid or eliminate each and every legal impediment under any applicable Antitrust Law that may be asserted by any Antitrust Authority or any other Person so as to enable the Parties to consummate and make effective the Merger and the other Transactions as soon as practicable, and in any event prior to the End Date, including proposing, negotiating, accepting, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of their Subsidiaries, assets, properties, leases or businesses, the entrance into, or the amendment, modification or termination of, any Contracts, ownership rights, supply agreements, tolling agreements or other arrangements, and other remedies (each a "Divestiture") in order to obtain such approvals and to avoid the entry of, and to avoid the commencement of litigation or other legal proceedings seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other applicable Law in any suit or other legal proceeding, which could otherwise have the effect of

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materially delaying or preventing the consummation of the Merger or any of the other Transactions. In addition, Cambridge and Oxford shall, and shall cause each of their respective Subsidiaries to, defend through litigation on the merits so as to enable the Parties to consummate and make effective the Merger and the other Transactions as soon as practicable (and in any event prior to the End Date) any claim asserted in court or an administrative or other tribunal by any Antitrust Authority or other Person under applicable Antitrust Laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) or other applicable Law that could prevent or materially delay the Closing from occurring as soon as practicable; provided, however, that, for the avoidance of doubt, such litigation shall in no way limit the obligations of the Parties to comply with their obligations under the terms of this Section 7.10. Notwithstanding the foregoing or any other provision of this Agreement, neither Cambridge nor Oxford nor any of their respective Subsidiaries or Affiliates shall be required to agree to Divestiture if (i) such Divestiture is not conditioned on the consummation of the Merger and the other Transactions or (ii) such Divestiture would constitute a Burdensome Condition. In the event of any conflict between Section 7.10(a), Section 7.10(b) or Section 7.10(c), the provisions of this Section 7.10(c) shall, which respect to the matters addressed in this Section 7.10(c), supersede the provisions of Section 7.10(a) and Section 7.10(b). For purposes of this Agreement, one or more Divestitures shall constitute a "Burdensome Condition" if and to the extent such Divestitures would, individually or in the aggregate with all other Divestitures taken together, either (i) reasonably be expected to result (after giving effect to any net after-tax proceeds or other benefits reasonably expected to result from any such Divestiture) in adverse valuation effects (measured on a net present value basis) to (A) the business, results of operations or financial condition of (x) the Target Companies, (y) Cambridge or its Subsidiaries either before or after giving effect to the Merger and the other Transactions or (z) Holdco or its Subsidiaries after giving effect to the Merger and the other Transactions or (B) any anticipated benefits (net of any costs associated with or relating to such anticipated benefits so affected) reasonably expected to result to Holdco, Cambridge, the Target Companies and their respective Subsidiaries from the Merger or the other Transactions, that, in the case of (A) and (B), individually or in the aggregate exceed $100,000,000 or (ii) require Cambridge, Oxford or any of their respective Subsidiaries or Affiliates to divest, sell, dispose, assign, license any rights with respect any property, plant or equipment having a Fair Market Value in excess of $100,000,000; provided, further, that for purposes of this Agreement, "Fair Market Value" is based on the value that a willing buyer would pay a willing seller independent of the Merger or any of the other Transactions.

(d) Each Party shall and shall cause its Subsidiaries to respond as promptly as practicable to any inquiries or requests for information and documentary material received from any Governmental Body in connection with any antitrust or competition matters related to this Agreement and the Transactions. Cambridge and Oxford shall not, and shall cause each of their respective Subsidiaries not to, (i) agree to extend any waiting period or to refile under the DPA or any Antitrust Laws (except with the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed), or (ii) enter into any agreement with any Governmental Body to not consummate the Merger and the other Transactions.

(e) Cambridge and Oxford each shall, upon request by the other and subject to applicable Laws relating to the sharing of information, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Cambridge and Oxford or any of their respective Subsidiaries to any third party and/or any Governmental Body in connection with the Merger and the other Transactions.

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Section 7.11 Insurance. Holdco acknowledges that coverage for the Target Companies under the insurance policies listed on Section 7.11 of the Oxford Disclosure Letter will cease as of the Closing Date. Following the Closing, Oxford agrees to cooperate with Holdco and the Target Companies in making claims under such insurance policies with respect to material occurrences, accidents, incidents or claims regarding the Target Companies that occurred between the date of this Agreement and prior to the Closing Date, and shall use its commercially reasonable efforts to obtain and remit promptly any recoveries (net of any expenses, incurred in obtaining such recoveries, including collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) under such insurance policies with respect thereto, to the extent actually received by any Oxford Company, to Holdco; provided that the foregoing shall not apply with respect to claims under any such policies to the extent such claims relate to any interruption in the business of the Target Companies, except OCI Fertilizer International B.V. and its Subsidiaries (other than OCI Fertilizer Trading Limited, OCI Fertilizer Trade & Supply B.V. and OCI Trade Holding B.V.), prior to the Closing. Following the Closing, Holdco shall, and shall cause its Subsidiaries (including the Target Companies) to, use commercially reasonable efforts to obtain and remit promptly any recoveries (net of any expenses incurred in obtaining such recoveries, including collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums, and net of any portion of such recoveries attributable to the reasonable cost of maintenance during the period of interruption (including those required by Section 7.1(a)(y))) under such insurance policies with respect to claims relating to any interruption in the business of the Target Companies, except OCI Fertilizer International B.V. and its Subsidiaries (other than OCI Fertilizer Trading Limited, OCI Fertilizer Trade & Supply B.V. and OCI Trade Holding B.V.), prior to the Closing, to the extent actually received by Holdco or any of its Subsidiaries (including the Target Companies), to Oxford or Oxford's designee.

Section 7.12 Public Announcements. The Parties will (a) consult with each other before issuing any press release or otherwise making any public announcement or statement with respect to this Agreement, the Merger or any of the other Transactions, (b) provide each other a reasonable opportunity to review and comment upon any such press release, public announcement or statement, (c) shall consider in good faith the others' comments to any such press release, public announcement or statement and (d) not issue any such press release or make any such public announcement or statement prior to such consultation, review, comment and consideration, except to the extent (a) as any Party may be required to do by applicable Laws, court order or by obligations pursuant to any listing agreement with any national securities exchange (in which case such Party will, to the extent practicable, promptly inform the other Parties in writing in advance of such compelled disclosure) and (b) as is consistent with previous press releases, public disclosures or public statements made jointly by the Parties or in investor conference calls, SEC filings, Q&As or other documents approved by the Parties for issuance to the public pursuant to this Section 7.12.

Section 7.13 Listing Application. Cambridge and Holdco shall use their reasonable best efforts to promptly prepare and submit to the NYSE a listing application covering the shares of Holdco Common Stock to be issued pursuant to this Agreement and shall use their reasonable best efforts to obtain, prior to the Closing, approval for the listing of such shares, subject to official notice of issuance.

Section 7.14 Cooperation with Financial Reporting; Additional Financial Statements.

(a) Oxford shall, within sixty-five (65) calendar days following the Closing, furnish all historical, annual and interim audited and unaudited financial statements required to be filed in a Form 8-K amendment (the "Form 8-K/A") to be filed by Holdco pursuant to Item 9.01 of Form 8-K on or before the date that is seventy-one (71) calendar days after its filing of an 8-K announcing the Effective Time (which in turn must be filed by Holdco within four (4) Business Days following the Effective Time). Oxford shall use its reasonable best efforts to provide Holdco with any other financial information with respect to the Target Companies necessary to prepare,

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and will reasonably cooperate with Holdco's preparation of, pro forma financial statements required to be included in such Form 8-K/A.

(b) After the date of the filing of the Form S-4, Oxford will furnish to Cambridge as soon as available and in any event (x) within forty (40) calendar days after the end of each calendar quarter (other than the last quarter of the year) which ends prior to the Closing Date, an unaudited combined balance sheet of the Target Companies as of the end of that fiscal quarter and the related unaudited statements of income, and in the case of the second quarter only, the related unaudited statements of cash flows, for that fiscal quarter and for the interim period ending as of that fiscal quarter, in each case (i) setting forth in comparative form the figures for the corresponding portion of the Target Companies' previous fiscal year and (ii) prepared in accordance with IFRS-IASB, it being understood that such quarterly financial statements for the first and third quarters of the year need not be reviewed by the auditors of the Target Companies unless otherwise required for purposes of any such financial statements to be provided under Section 7.6(c), Section 7.14(a) or Section 7.16 and (y) within forty (40) calendar days after the end of each calendar quarter (other than the last quarter of the year) which ends prior to the Closing Date the information, including financial information prepared in accordance with GAAP, necessary for Cambridge and Holdco to prepare pro forma financial statements in accordance with Regulation S-X of the SEC as of the end of that fiscal quarter and for such interim period and corresponding portion of the previous year. Oxford will furnish to Cambridge as soon as available and in any event within eighty-five (85) calendar days after the end of each calendar year which ends prior to the Closing Date, an audited combined balance sheet of the Target Companies as of the end of that fiscal year and the related audited statements of income and cash flows for that fiscal year and for the Target Companies' prior fiscal year prepared in accordance with IFRS-IASB, together with the information, including financial information prepared in accordance with GAAP, necessary for Cambridge and Holdco to prepare pro forma financial statements in accordance with Regulation S-X of the SEC as of the end of that fiscal year and for such fiscal year and the prior year.

Section 7.15 Section 16 Matters. Prior to the Effective Time, Holdco and Cambridge shall take all such actions as may be required to cause any dispositions of Cambridge Common Stock (including derivative securities thereof) or acquisitions of Holdco Common Stock (including derivative securities thereof) resulting from the Transactions by each Person who will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Holdco to be exempt under Rule 16b-3 promulgated thereunder.

Section 7.16 Cambridge Financing.

(a) Cambridge shall use its reasonable best efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing, including using reasonable best efforts to (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof (except for replacements thereof not prohibited by this Section 7.16(a) or Section 7.16(b)); (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including any "market flex" provisions in respect thereof) or on other terms not prohibited by this Section 7.16(a) or Section 7.16(b) or not materially less favorable, in the aggregate, to Cambridge (as determined in the reasonable judgment of Cambridge) than the terms and conditions contained in the Commitment Letter, to the extent such definitive agreements are executed and delivered prior to the Closing, maintain in effect such definitive agreements; (iii) satisfy (or, if deemed advisable by Cambridge, seek a waiver of) on a timely basis all conditions in the Commitment Letter and such definitive agreements within the control of Cambridge and required to be satisfied by it and otherwise comply in all material respects with all terms applicable to Cambridge in such

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definitive agreements; (iv) upon satisfaction or waiver (by the applicable party that is the beneficiary of such condition precedent in the Commitment Letter or the definitive agreements, as applicable) of all of the conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), draw a sufficient amount of the Debt Financing or any other financing to enable Cambridge to consummate the Merger, it being understood that, notwithstanding the foregoing, the receipt of the Debt Financing or any other financing by Cambridge is not a condition to Cambridge's obligation to consummate the Merger on the terms and conditions set forth herein (subject to the terms of Article X); and (v) upon satisfaction or waiver (by the applicable party that is the beneficiary of such condition precedent in the Commitment Letter or the definitive agreements, as applicable), of all the conditions precedent under Section 10.1 and Section 10.2 (other than those that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), enforce the funding obligations rights under the Commitment Letter or such definitive agreements in the event of a failure to fund by the Financing Sources that would impede or delay the Closing.

(b) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter and such portion is reasonably required to consummate the Transactions, Cambridge shall promptly notify Oxford and shall use its reasonable best efforts to arrange and to obtain from alternative sources upon terms and conditions (including any market flex provisions) not materially less favorable, in the aggregate, to Cambridge (as determined in the reasonable judgment of Cambridge) than those contained in the Commitment Letter ("Alternative Financing"), an amount sufficient, when taken together with (x) amounts of financing otherwise obtained and available at the Closing and (y) other financial resources of Cambridge (including its cash on hand and marketable securities readily convertible into cash, in each case, that are available at the Closing), to consummate the Merger, it being understood and agreed that if Cambridge proceeds with any Alternative Financing, Cambridge shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. For purposes of this Agreement, (1) the term "Debt Financing" shall be deemed to include any Alternative Financing, and (2) the term "Commitment Letter" shall be deemed to include the Commitment Letter as amended, restated, supplemented or otherwise modified in a manner not prohibited by Section 7.16(a) or this Section 7.16(b), and any commitment letter with respect to the Alternative Financing. Cambridge shall promptly deliver to Oxford correct and complete copies of all agreements (redacted to omit the fee amounts and market flex provisions therein in the event such agreement is a fee letter) pursuant to which any such alternative source shall have committed to provide Cambridge with any portion of such Alternative Financing. Cambridge shall give Oxford prompt notice of any material breach (of which Cambridge becomes aware) by any party to the Commitment Letter or of any termination, waiver, amendment, restatement or other modification of the Commitment Letter. Cambridge shall keep Oxford reasonably informed of the status of its efforts to arrange the Financing. Cambridge shall not amend, restate, waive, or modify, or agree to amend, restate, waive or modify, the Commitment Letter in any manner that would (A) impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Debt Financing, (B) reduce the aggregate principal amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing if such changes would reduce the aggregate principal amount of the Debt Financing), below the amount required, taken together with (x) amounts of financing otherwise obtained and available at the Closing, and (y) other financial resources of Cambridge (including its cash on hand and marketable securities readily convertible into cash, in each case, that are available at the Closing), to consummate the Merger or (C) individually or in the aggregate with all other such amendments, modifications or waivers, reasonably be expected to materially adversely affect the ability of

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Cambridge to enforce its rights against other parties to the Commitment Letter or the definitive agreements with respect to the Debt Financing, or would reasonably be expected to prevent or impair or delay the ability of Cambridge to consummate the Transactions, in each case with respect to the foregoing clauses (A), (B) and (C) without the prior written consent of Oxford; provided, that no consent from Oxford shall be required for any amendment, restatement, waiver or modification of the Commitment Letter that (v) is limited to adding or replacing lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement, (w) implements or exercises any "market flex" or other similar provisions provided in the Fee Letter as in effect on the date of this Agreement, (x) increases the commitments or the amount of indebtedness thereunder, (y) reduces the commitments or the amount of indebtedness thereunder not constituting part of the Debt Financing or (z) reduces the commitments or the amount of indebtedness thereunder by the amount of proceeds actually received from any private or capital markets debt financing in replacement thereof and available at the Closing.

(c) From and after the date of this Agreement and through the earlier of the Closing and the date on which this Agreement is terminated in accordance with Article XI, Oxford shall, and shall cause its controlled Affiliates (including Holdco if it is a Controlled Affiliate at such time) and the Target Companies to, and shall use reasonable best efforts to cause its and their respective Representatives to, provide, on a timely basis, in each case subject to Cambridge's reimbursement and indemnification obligations in this Section 7.16(c) and Section 7.16(d), such reasonable assistance and cooperation as is customary and reasonably requested by Cambridge and/or the Financing Sources in connection with Cambridge's obtaining, marketing and arrangement of the Financing, including:

(i) furnishing Cambridge and the Financing Sources and their respective Representatives with (A) all historical financial information regarding the Business, Oxford and the Target Companies reasonably requested by Cambridge or the Financing Sources in order to market and consummate the Financing, including the historical financial statements required to be delivered pursuant to the Commitment Letter (in which, for purposes of this Section 7.16, the term "IFRS" shall be deemed to mean IFRS-IASB), and the information necessary for Cambridge to prepare pro forma financial statements required to be delivered pursuant to the Commitment Letter (in each case as in effect on the date hereof, or any similar provisions pursuant to any amendments to the Commitment Letter in a manner not prohibited by Section 7.16(a) or Section 7.16(b) or pursuant to any Alternative Financing) (provided that Oxford shall not be required to provide any audited financial statements for fiscal years prior to 2013), and (B) such other information regarding the Business, Oxford and the Target Companies as may be reasonably requested by Cambridge, the Financing Sources or their respective agents to prepare customary bank information memoranda, lender and investor presentations, offering memoranda and private placement memoranda (including under Rule 144A under the Securities Act), and registration statements and prospectuses (including on Form S-1) under the Securities Act, including (x) customary "management's discussion and analysis of financial condition and results of operations" disclosure regarding the Business and (y) such other information and data as are otherwise reasonably necessary in order to receive customary "comfort" letters with respect to the financial statements and data referred to in this clause (i), including as to customary negative assurance and change period comfort and other materials in connection with a syndicated bank financing or other debt offering in connection with the Financing (including information reasonably requested by such Persons so as to permit Cambridge to prepare the "Projections" contemplated by the Commitment Letter) (all information required to be delivered pursuant to this clause (i) being referred to collectively as the "Required Information");

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(ii) furnishing Cambridge with documentation and other information reasonably requested by such Financing Sources required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act to the extent reasonably requested by Cambridge or such Financing Sources at least ten (10) Business Days prior to the Closing Date;

(iii) using reasonable efforts to participate (including by making members of senior management, certain Representatives and certain non-legal advisors, in each case with appropriate seniority and expertise, available to participate) in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders, underwriters, initial purchasers and purchasers of, the Financing), due diligence sessions, presentations and "road shows", drafting sessions and sessions with rating agencies in connection with the syndication or other marketing of the Financing, in each case upon reasonable advance notice and at mutually agreed times;

(iv) reasonably cooperating with the Financing Sources' and their respective agents' due diligence, including providing reasonable access to documentation reasonably requested by such Persons in connection with lending or capital markets transactions;

(v) reasonably cooperating with the marketing efforts for any portion of the Financing, including using reasonable best efforts to ensure that any syndication effort benefits materially from any existing lending and investment banking relationship;

(vi) reasonably aiding in the preparation of documentation, including bank information memoranda, lender and investor presentations, offering memoranda and private placement memoranda (including under Rule 144A under the Securities Act), and registration statements and prospectuses (including on Form S-1) under the Securities Act (including, in the case of bank information memoranda, offering memoranda and private placement memoranda, the delivery of customary authorization and representation letters), rating agency presentations, road show presentations and written offering materials and similar documents used to complete such Financing, in each case, to the extent information contained therein relates to the Business, Oxford and the Target Companies and is customarily included in such documents;

(vii) using reasonable best efforts to cause Oxford's certified independent auditors to provide (A)(x) consent to use of their reports in any materials relating to the Financing, including offering memoranda that include or incorporate Oxford's consolidated financial information and their reports thereon and (y) auditors' reports and customary comfort letters with respect to financial information included in the Required Information in customary form, including as to customary negative assurance and change period comfort, and (B) other customary documentation and assistance (including reasonable assistance in the preparation of pro forma financial statements by Cambridge) (for the avoidance of doubt, the auditors will provide such documents and assistance in advance of the Effective Time in connection with any part of the Financing);

(viii) using reasonable best efforts to provide information in the preparation of documents for Closing, to the extent such information pertains to Oxford, the Business or the Target Companies;

(ix) to the extent that Holdco or its Subsidiaries, in each case when a controlled Affiliate of Oxford, or any Target Company is to be party to any definitive agreements in respect of the Financing following the Effective Time and the relevant signatories will continue in office post-Closing, providing (including using reasonable best efforts to obtain such documents from its advisors) customary certificates, corporate authorizations, or other customary closing

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documents and definitive agreements as may be reasonably requested by Cambridge or the Financing Sources;

(x) taking all actions reasonably necessary in connection with the payoff of existing Indebtedness (excluding any Indebtedness permitted to be outstanding on the Closing Date, if any) of any Target Company at the Closing and the release of any related Lien at the Closing (including, without limitation, obtaining customary payoff letters, security agreement and lien terminations, mortgage releases, UCC releases and authorization letters, release and delivery of possessory collateral, termination of control agreements and other instruments of release or discharge, and delivery of notices of prepayment or redemption); provided that the effectiveness of any such documents shall be subject to delivery of sufficient funds by Cambridge or, at or substantially simultaneously with the Closing, Holdco to Oxford or the applicable borrower;

(xi) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about Oxford or its Subsidiaries or their respective Affiliates or securities;

(xii) informing Cambridge if the Oxford Board or a committee thereof, Oxford's chief financial officer or any other executive officer of Oxford concludes that any previously issued financial statements included or intended to be used in the Required Information should no longer be relied upon;

(xiii) informing Cambridge promptly if any member of the Oxford Board or any executive officer of Oxford shall have knowledge of any facts as a result of which a restatement of any of Oxford's or its Subsidiaries' financial statements is probable; and

(xiv) taking all actions to remove all recorded mechanics' Liens of record on the Oxford Real Property.

Notwithstanding the foregoing, it is understood and agreed that Oxford, its controlled Affiliates and the Target Companies (i) shall not be required to take any action that would require them to incur any other cost or expense that is not reimbursed promptly by Cambridge pay any commitment or similar fee, incur any actual or potential liability, or provide or agree to provide any indemnity, in each case in connection with the Financing or any cooperation provided pursuant to this Section 7.16(c). In no event shall Oxford and its controlled Affiliates be required by the terms of this Section 7.16(c) to: (A) take any actions to the extent such actions would unreasonably interfere with the ongoing business or operations of Oxford and its Subsidiaries or controlled Affiliates; (B) take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the Charter Documents of Oxford, its Subsidiaries or controlled Affiliates, any applicable Laws, or any Contract to which Oxford, its Subsidiaries or controlled Affiliates is a party; or (C) execute or deliver, or take any corporate or other action to adopt or approve, any document, agreement, certificate or instrument with respect to the Financing, including any pledge or security documents or closing certificates, other than those applicable only to Holdco or its Subsidiaries, in each case when a controlled Affiliate of Oxford, or the Target Companies, and that are effective no earlier than, and conditioned on the occurrence of, the Closing. Oxford hereby consents to the reasonable use of Oxford's, its controlled Affiliates' and the Target Companies' trademarks, service marks and logos in connection with the Financing; provided that such trademarks, service marks and logos are used in a manner that is not intended to or reasonably likely to harm or disparage Oxford or its controlled Affiliates and the Target Companies or the reputation or goodwill of

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Oxford or its Affiliates and the Target Companies, and on such other customary terms and conditions as shall be mutually agreed.

(d) Cambridge shall from time to time, promptly upon request by Oxford, reimburse Oxford for all documented and reasonable out-of-pocket costs and expenses (including reasonable professional fees and expenses) incurred by Oxford, its Subsidiaries, its controlled Affiliates and their respective Representatives in connection with the Financing, including in connection with this cooperation of Oxford, its controlled Affiliates and their respective Representatives contemplated by Section 7.16(c) (other than any cost and expenses incurred in connection with the covenant set forth in Section 7.16(c)(xiv)), and shall indemnify and hold harmless Oxford, its Subsidiaries and controlled Affiliates and their respective Representatives from and against any and all losses, damages, claims, interest, awards, judgments, penalties, costs and expenses suffered or incurred by any of them in connection with claims asserted by a Financing Source in connection with the arrangement of the Financing and costs and expenses incurred in defending such claims, and any information used in connection therewith, except (i) to the extent suffered or incurred as a result of such indemnitee's or such indemnitee's respective Representatives' gross negligence, bad faith, willful misconduct or material breach of this Agreement, or (ii) with respect to any material misstatement or omission in information provided hereunder by any of the foregoing Persons expressly for use in connection herewith or the Financing.

(e) All non-public or otherwise confidential information regarding Oxford or its Affiliates obtained by Cambridge, Holdco, their Financing Sources or their Representatives pursuant to this Section 7.16 shall be kept confidential in accordance with the Confidentiality Agreement; provided that such information may be shared (x) on a non-public basis with participants in the Financing who enter into confidentiality arrangements customary for financing transactions of the same type as the applicable Financing and (y) on a confidential basis with rating agencies; provided, however, that such information may be included in bank information memoranda, lender and investor presentations, offering memoranda and private placement memoranda (including under Rule 144A under the Securities Act).

Section 7.17 Intercompany Obligations. Other than pursuant to this Agreement (including the Restructuring Steps Plan), the Ancillary Agreements and the intercompany obligations described in Section 7.17 of the Oxford Disclosure Letter, Oxford shall take such actions as may be necessary so that, as of the Closing Date, all liabilities, Indebtedness or other obligations owed between the Business or the Target Companies, on the one hand, and Oxford or any Related Person, on the other hand, shall be settled, discharged or released in accordance with the Restructuring Steps Plan, without any remaining liability of any kind on the part of any Target Company, except to the extent of any liability that shall be settled pursuant to Section 1.9 of this Agreement and the Restructuring Steps Plan. Oxford and Cambridge acknowledge and agree (on behalf of themselves and on behalf of each of their Affiliates) that all Contracts between the Business or the Target Companies, on the one hand, and Oxford or any Related Person, on the other hand, other than pursuant to this Agreement, the Ancillary Agreements and the intercompany obligations described in Section 7.17 of the Oxford Disclosure Letter, shall be deemed terminated as of the Closing Date and of no further force or effect, without any remaining liability of any kind on the part of any Target Company as result of or in connection with such termination or otherwise, and Oxford and Cambridge shall cause each of their Affiliates not to take any action or assert any claim that is inconsistent with such deemed termination.

Section 7.18 Operational Matters. At Cambridge's request and expense, Oxford shall use reasonable best efforts to cooperate in good faith with Cambridge with respect to the actions set forth on Section 7.18 of the Oxford Disclosure Letter; provided that neither the failure to complete such actions prior to the Closing, nor the results of any such actions, shall be the basis for the failure of any condition to the Closing set forth in Article X to be satisfied.

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Section 7.19 Oxford Indebtedness.

(a) At Cambridge's request, Oxford shall use reasonable efforts to cooperate with Holdco to permit Holdco to cause IFCO to issue not earlier than the Effective Time a notice of optional redemption for all of the Series 2013 Bonds pursuant to the requisite provisions of the Indenture and the Bond Financing Agreement.

(b) At the written request of Cambridge at least ten (10) days prior to the Closing, Oxford shall, in respect to each credit facility of a Target Company (excluding any Indebtedness permitted to be outstanding on the Closing Date, if any), obtain at the Closing a payoff letter (or written confirmation that no amounts are then outstanding and, if applicable, that all commitments have been terminated under such credit facility) from the agents under such credit facilities in form and substance reasonably satisfactory to Cambridge; provided that the effectiveness of any such documents shall be subject to delivery of sufficient funds by Cambridge to Oxford or the applicable borrower to the extent delivery of such funds is required pursuant to the terms of this Agreement.

Section 7.20 Convertible Bonds.

(a) Oxford and Cambridge agree that the Transactions constitute a sale or transfer of substantially all of the assets of Oxford to Holdco within the terms of Condition 6(m) of the Convertible Bonds and, accordingly, the provisions of Condition 6(m) of the Convertible Bonds shall be applicable.

(b) Oxford, Cambridge and Holdco shall take such action as may be necessary to ensure that at or around the Effective Time: (i) Holdco shall be substituted in place of Oxford as the issuer of the Convertible Bonds in accordance with Clause 15.2 of the Convertible Bond Trust Deed; and (ii) the Convertible Bonds shall become convertible into shares and other securities and property of Holdco on such basis and with such Conversion Price as may be determined in good faith by the Convertible Bond Independent Adviser in accordance with Condition 6(m)(ii) of the Convertible Bonds.

(c) Oxford, Cambridge and Holdco agree to: (i) comply fully with the terms of the Convertible Bonds and the Convertible Bond Trust Deed, including giving any and all notices required to be given by such Person under the terms of the Convertible Bonds and the Convertible Bond Trust Deed prior to the Effective Time with respect to the Transactions and delivering all documents required under the terms of the Convertible Bonds and the Convertible Bond Trust Deed; (ii) consult with the other Parties in relation to the appointment of the Convertible Bond Independent Adviser and all discussions with the Convertible Bond Trustee and the Convertible Bond Independent Adviser; and (iii) take all actions as are reasonably requested by any other Party to carry out the purposes of this Section 7.20 and to cooperate with the other Parties in relation thereto.

(d) Prior to the anticipated Closing Date, Oxford shall use commercially reasonable efforts in compliance with applicable Law to make an offer to the holders of the Convertible Bonds designed to incentivize such holders of Convertible Bonds to exercise their conversion rights with respect to the Convertible Bonds prior to the time of the Distribution; provided that such offer need not be commenced prior to the time that is reasonably proximate to the anticipated Closing Date. Oxford shall determine the terms of the offer in good faith, after prior consultation with Cambridge. Oxford shall keep Cambridge informed in a timely manner of the status of any such offers to holders of the Convertible Bonds.

(e) Reserved.

(f) Unless Oxford and Cambridge agree in writing on the Convertible Bond Premium to Parity Value at least 10 day prior to the Closing Date, at least 5 days prior to the Closing Date,

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each of Oxford and Cambridge shall appoint a recognized international investment banking firm with experience valuing convertible bonds, such as the Convertible Bonds (a "Recognized Investment Banking Firm"), to determine the Convertible Bond Premium to Parity Value. The Recognized Investment Banking Firms selected by Cambridge and Oxford shall appoint a third Recognized Investment Banking Firm. If the two Recognized Investment Banking Firms appointed by Oxford and Cambridge are unable to agree on a third Recognized Investment Banking Firm, the third Recognized Investment Banking Firm to be appointed hereunder shall be determined by lot on the 3rd day prior to Closing from one proposed Recognized Investment Banking Firm submitted by Oxford (who shall not be the Recognized Investment Banking Firm selected by Oxford in accordance with this Section 7.20(f)) and one proposed Recognized Investment Banking Firms submitted by Cambridge (who shall not be the Recognized Investment Banking Firm selected by Oxford in accordance with this Section 7.20(f)). Each party will bear the fees and expenses of its own Recognized Investment Banking Firm, and the fees and expenses of the third Recognized Investment Banking Firm shall be borne equally by Oxford and Cambridge.

(g) As soon as practicable after the Convertible Bond Independent Adviser shall have completed, and informed Cambridge and Oxford of, the determination pursuant to clause (ii) of Section 6(m) of the Conditions in connection with the Transactions and in any event prior one (1) day prior to the Closing Date, each of the three Recognized Investment Banking Firms appointed hereunder shall submit its good faith estimate of the Convertible Bond Premium to Parity Value to Oxford and Cambridge. If the good faith estimate of the Convertible Bond Premium to Parity Value submitted by the Recognized Investment Banking Firms appointed by each of Oxford and Cambridge are within 10% of each other, unless otherwise agreed in writing by Oxford and Cambridge, the Convertible Bond Premium to Parity Value for purposes of the adjustments contemplated by Section 1.2 of this Agreement and related definitions shall be the average of such values. If the good faith estimate of the Convertible Bond Premium to Parity Value submitted by the Recognized Investment Banking Firms selected by each of Oxford and Cambridge differ by more than 10%, unless otherwise agreed by Oxford and Cambridge, the Convertible Bond Premium to Parity Value submitted by the third Recognized Investment Banking Firm shall be the Convertible Bond Premium to Parity Value for purposes of the adjustments contemplated by Section 1.2 of this Agreement and related definitions.

(h) If, at any time after the Closing Date and prior to March 31, 2017, the Convertible Bonds may be redeemed in accordance with Clause 7(b) of the Conditions, Holdco shall use commercially reasonable efforts to redeem the Convertible Bonds in accordance with Clause 7(b). If the Convertible Bonds are called for redemption, on the Optional Redemption Date (as defined in the Convertible Bond Trust Deed) Holdco shall issue to Oxford (i) the Adjusted Convertible Bond Share Reduction Amount minus (ii) the number of shares of Holdco Common Stock equal to the aggregate amount of interest paid or payable on the Convertible Bonds after the Closing Date through the Optional Redemption Date divided by the volume weighted average price per share of Holdco Common Stock on the NYSE for the ten (10) consecutive trading days ending upon and including the third (3rd) trading day immediately prior to the Optional Redemption Date as calculated by Bloomberg Financial LP under the function "VWAP".

Section 7.21 Trademark Licenses. Holdco shall have the right to use the names and marks set forth in Section 7.21 of the Oxford Disclosure Letter in connection with the operation of the Business for a period of up to twelve (12) months following the Closing Date. After such twelve (12)-month period, Holdco shall discontinue all use of any such names and marks and any Trademarks related thereto or containing or comprising such names, including any confusingly similar or dilutive variations thereof (the "Oxford Marks"). In furtherance thereof, as soon as practicable, but in no event later than twelve (12) months following the Closing Date, Holdco shall, and shall cause each of its Subsidiaries to, remove, strike over, or otherwise obliterate all Oxford Marks from all assets and other materials owned

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by such Person, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Holdco agrees to use, and cause its Subsidiaries to use, the Oxford Marks (i) in a form and manner of that in effect for the Oxford Marks as of the Closing Date or as otherwise reasonably requested by Oxford and (ii) only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which Oxford used the Oxford Marks prior to the Closing Date. Any goodwill generated by the use of the Oxford Marks pursuant to this Section 7.21 shall inure solely to the benefit of Oxford. Holdco acknowledges that the Oxford Marks are owned exclusively by Oxford, and it shall have no rights to use thereto after such twelve (12)-month period following the Closing Date nor challenge Oxford's rights thereto. Notwithstanding the foregoing, Holdco shall change the legal entity names of all Target Companies so as not to use any Oxford Marks as soon as reasonably practicable (and in any event within one (1) month) following the Closing Date.

Section 7.22 Firewater Shareholder Agreement. Between the date of this Agreement and the Closing Date, Cambridge and Oxford will work together in good faith to prepare a mutually agreeable shareholder agreement by and between Firewater One, Holdco and Oxford consistent with the terms set forth in the term sheet attached hereto as Exhibit B (the "Firewater One Shareholder Agreement")

Section 7.23 Further Assistance. From and after the Closing, subject to the conditions and limitations and upon the terms of this Agreement, each Party shall use reasonable best efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Laws to carry out the intent and purposes of this Agreement and to consummate and make effective the Transactions. Without limiting the generality of the foregoing, subject to the conditions and limitations and upon the terms of this Agreement, each Party shall reasonably cooperate with the other Parties, shall execute and deliver such further documents, certificates, agreements and instruments and shall take such other actions as may be reasonably requested by the other Parties to evidence or reflect the Transactions (including the execution and delivery of all documents, certificates, agreements and instruments reasonably necessary for all filings hereunder).

Section 7.24 Firewater One. If the conditions set forth in the Firewater One Term Sheet shall not have been satisfied as of the Closing, Cambridge may by written notice to Oxford elect that this Agreement be deemed modified such that: (a) the references to Firewater One in the first recital shall be deleted and the definition of Purchased Companies shall not include Firewater One; (b) the fifth recital shall be deleted and the definitions of Cambridge-Purchased Equity Interest and Purchased Equity Interest shall not include any Capital Stock of Firewater One; (c) all references to the Natgasoline Construction Contract shall be deleted; (d) all references to the Natgasoline Complex shall be deleted; (e) clause (d) in the definition of Business shall be deleted; (e) Section 1.7, 1.8 and 7.22 shall be deleted in their entirety; (f) all references to the Firewater One Shareholder Agreement, the Firewater One Consideration and the Stock Sale shall be deleted; and (g) Sections 1.7 and 1.8 shall be deleted in their entirety.

Section 7.25 Directors and Officers Indemnification. For a period of at least six (6) years after the Closing Date, Holdco shall not, and shall not permit any Target Company to, amend, repeal or modify any provision in any Target Company's Charter Documents relating to the exculpation, indemnification or advancement of expenses with respect to any individual who is now, or who has been at any time prior to the date of this Agreement, or who becomes prior to the Closing, a director or officer of a Target Company, in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement, the Merger or the other Transactions), unless, and only to the extent, required by applicable Law.

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Section 7.26 Director and Officer Resignations. To the extent requested by Cambridge in writing at least twenty (20) Business Days prior to the Closing, Oxford shall (a) obtain and deliver to Cambridge at the Closing duly signed resignation letters, effective immediately after the Closing, of any directors and officers (or the equivalents) of the Purchased Companies (other than Firewater One) and (b) use commercially reasonable efforts to obtain and deliver to Cambridge at the Closing duly signed resignation letters, effective immediately after the Closing, of any directors and officers (or the equivalents) of any other Target Companies (other than Firewater One and any of its Subsidiaries).

Section 7.27 Transaction Litigation. Each Party shall, subject to the preservation of privilege and confidential information, (a) give the other Parties the opportunity to participate in (but not control) such Party's defense or settlement of any stockholder litigation against such Party and/or its directors or executive officers relating to this Agreement, the Merger or the other Transactions and (b) not settle or offer to settle any such litigation without the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed).

Section 7.28 State Takeover Statutes. In the event that any "fair price," "moratorium," "control share acquisition," "supermajority," "affiliate transactions," "business combination" or other similar anti-takeover Law (including Section 203 of the DGCL) becomes applicable to the Merger or any of the other Transactions, each Party and its board of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other Transactions.

Section 7.29 Obligations of Holdco and MergerCo. Cambridge and Oxford shall cooperate to cause each of Holdco and MergerCo, as applicable, to perform those obligations it is required to perform at or prior to the Closing under this Agreement and any Ancillary Agreement. Neither Cambridge nor Oxford will take any action that would reasonably be expected to cause the representations and warranties of Holdco not to be true and correct in all material respects. From the date of this Agreement to the earlier of the Closing and the date on which this Agreement is terminated pursuant to Section 11.1, each of Cambridge and Oxford shall, and shall cause their respective designees acting as directors or shareholders of Holdco to, cause Holdco and MergerCo to take all actions contemplated by this Agreement (including the Restructuring Steps Plan) to be taken by Holdco and MergerCo and to not take any other action without the prior written consent of Oxford and Cambridge (such consent not to be unreasonably withheld, conditioned or delayed). Prior to the Closing, the Parties acknowledge and agree that Holdco will create one or more additional Subsidiaries and otherwise take steps to prepare its Subsidiary structure (including capital structure) for the Transaction. The structure to be in place as of the Closing shall be determined in good faith by Cambridge, after prior consultation with Oxford.

Section 7.30 Tax Opinions.

(a) Each of Holdco and Cambridge shall use its reasonable best efforts to obtain the 7874 Opinion. Each of Holdco, Cambridge and Oxford shall deliver to Skadden customary representations and covenants reasonably satisfactory in form and substance to Skadden.

(b) Each of Holdco and Oxford shall use its reasonable best efforts to obtain the 355 Opinion. Each of Holdco and Oxford shall deliver to Cleary Gottlieb Steen and Hamilton LLP ("Cleary Gottlieb") customary representations and covenants reasonably satisfactory in form and substance to Cleary Gottlieb.

Section 7.31 Solvency Opinion. Oxford shall use its reasonable best efforts to obtain the Solvency Opinion. Oxford shall deliver to Rothschild Inc. ("Rothschild") customary representations, warranties and covenants reasonably satisfactory to Rothschild.

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Section 7.32 Transfer Restrictions. Notwithstanding any other provision of this Article VII, Oxford covenants Retained Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable U.S. federal and U.S. state securities laws. Each share certificate representing Retained Shares (and any shares of Holdco issued in respect thereof or into which any such securities shall be converted or exchanged in connection with stock splits, reverse stock splits, stock dividends or distributions, combinations or similar recapitalizations, reclassifications or capital reorganizations occurring after the issuance of the Retained Shares) shall bear the following legend (and a comparable notation or other arrangement will be made with respect to any uncertificated shares):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

In connection with any disposition of any such securities, Oxford agrees that it will, if requested by Holdco and as a condition to such disposition (other than a disposition pursuant to an effective registration statement under the Securities Act), deliver at its expense to Holdco an opinion of reputable U.S. counsel selected by Oxford and reasonably acceptable to Holdco, in form and substance reasonably satisfactory to Holdco and counsel for Holdco, that such disposition does not require registration under the Securities Act.

Section 7.33 Natgasoline Subdivision. The Parties acknowledge and agree that the land on which the Oxford Owned Real Property identified in Section 4.21(a) of the Oxford Disclosure Letter which is a greenfield methanol production facility located in Beaumont, Texas known as "Natgasoline LLC" (the "Natgasoline Existing Parcel") will be partitioned and subdivided as determined by the Parties prior to the Closing and in accordance with the Restructuring Steps Plan, such that ownership of a portion of the Natgasoline Existing Parcel (the "Transferred Natgasoline Parcel") will remain vested in Natgasoline LLC and ownership of the remainder of the Natgasoline Existing Parcel (the "Oxford/Cambridge Natgasoline Parcel") will be conveyed by deed to a new entity of which following the Closing, if Cambridge shall not have made the election contemplated by Section 7.24, 45% will be owned, directly or indirectly, by Cambridge and 55% will be owned, directly or indirectly, by Oxford, such entity contemplated to be named "Natgasoline Land Holding LLC". The Parties agree that, prior to the Closing and in accordance with the Restructuring Steps Plan, Oxford shall cause the Natgasoline LLC entity to take all actions reasonably necessary to complete the partition and subdivision, including actions necessary to ensure that the Transferred Natgasoline Parcel and the Oxford/Cambridge Natgasoline Parcel are recognized as separate real estate parcels and tax lots. Section 7.33 of the Oxford Disclosure Letter sets forth a depiction of the parties' understanding of those portions of the Natgasoline Existing Parcel which will comprise the Transferred Natgasoline Parcel and the Oxford/Cambridge Natgasoline Parcel, it being understood and agreed that a survey of the Natgasoline Existing Parcel will be completed to more precisely identify the separate parcels. As part of such partition and subdivision process, such access and other easements and rights of way shall be granted as shall be reasonably necessary so that the newly subdivided parcels can maintain substantially the same uses they currently support, without any material interruptions to or material adverse impact on the businesses to be conducted on either such parcel. Oxford shall be responsible for all costs and expenses in connection with such partition and subdivision including, the cost of a survey, it being understood that Oxford has already engaged a surveyor; provided, however, that Cambridge

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shall be responsible for the cost of any separate counsel which it engages to advise it in connection with such partition and subdivision. The Parties agree that no separate consideration shall be payable by either to the other in connection with such partition and subdivision, either prior to, at or following the Closing. To the extent that either Party desires to obtain title insurance on its subdivided parcel, it may do so at its own sole cost and expense.

Section 7.34 Domain Names. On or prior to Closing, Oxford shall or shall cause the registrant of the domain names set forth on Section 7.34 of the Oxford Disclosure Letter to change the registered owner as recorded by the applicable registrar of such domain names to a Target Company.

Section 7.35 Guarantees. Holdco and Cambridge each shall use commercially reasonable efforts to procure the return or unconditional release of, or cause Holdco or Cambridge to be substituted in all respects for, any guarantee or credit support provided by, or any letter of credit, performance bond or surety posted by, any Oxford Company, in each case effective as of the Closing Date, which letter of credit, performance bond or surety is solely for the benefit a Target Company in connection with the Business. If as of the Closing Date Holdco and Cambridge shall have failed to procure any such return or release or to have caused any such substitution, then Holdco and Cambridge shall continue to use such commercially reasonable efforts and, to the extent the Oxford Companies are not fully and irrevocably released and discharged therefrom, Holdco shall indemnify and hold harmless the Oxford Companies from and against, and pay and reimburse the Oxford Companies for, any and all Losses incurred or sustained the Oxford Companies to the extent arising out of any such failure, other than any such Losses due to the gross negligence or willful misconduct of any such Oxford Company.

Section 7.36 Texam. In the event that, prior to January 1, 2022, Oxford commences the development of any project on the real property owned by Texam Holdings LLC or any of its Subsidiaries as of the date hereof, Oxford shall deliver written notice thereof, including a reasonable description of the project, to Holdco. Holdco shall have the right (but not the obligation), exercisable by written notice to Oxford no later than 60 days following Holdco's receipt of Oxford's notice, to participate in such project on the same economic terms as Oxford (after giving effect to all expenses incurred by Oxford and its Subsidiaries in respect of such project prior to the commencement of Holdco's participation therein); provided that Oxford shall retain a 55% interest in such project and Holdco shall obtain a 45% interest. If Oxford does not commence the development of a project on the real property owned by Texam Holdings LLC or any of its Subsidiaries as of the date hereof prior to January 1, 2022 for which Holdco is provided the participation right as described above, Holdco shall have the option to acquire such real estate on January 1, 2022 for its fair market value as of January 1, 2022 as agreed to by Oxford and Holdco or failing such agreement as determined by a third party appraisal process reasonably satisfactory to Oxford and Holdco.

Section 7.37 Transition Services Agreement. Each of Cambridge and Oxford agrees to consider in good faith any reasonable request by the other party to enter into a transition services agreement at the closing, provided such agreement has a term no longer than six months and would otherwise be on terms and conditions satisfactory to each such party, in its sole discretion.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Survival. The representations and warranties and covenants and agreements that contemplate performance prior to the Closing contained in this Agreement shall survive the Closing and continue in full force and effect for a period of fifteen (15) months (it being understood that such representations and warranties and covenants and agreements shall terminate on, and no claim or action with respect thereto may be brought after, the date that is fifteen (15) months after the Closing); provided that (i) the representations and warranties contained in Section 4.2, Section 4.3, Section 4.4, Section 4.12, Section 4.11(b) Section 4.27, Section 5.2, Section 5.3 and Section 5.14 shall survive the

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Closing and continue in full force and effect until the date that is the six (6) year anniversary of the Closing Date, (ii) the representations and warranties contained in Section 4.14(e) and Section 4.14(f) shall survive the Closing and continue in full force and effect for the applicable statute of limitations (including any valid extension) plus ninety (90) days thereafter and (iii) the other representations and warranties contained in Section 4.14 shall expire on the Closing. The covenants and agreements that contemplate performance in whole or in part after the Closing shall survive the Closing and continue in effect until (x) to the extent such covenants and agreements have an expiration date, such expiration date, and (y) to the extent that such covenants do not have an expiration date, indefinitely. Notwithstanding the preceding sentences, any representation and warranty or covenant or agreement in respect of which indemnification may hereunder be sought shall survive the time at which it would otherwise terminate pursuant to the preceding sentences (and the obligation to indemnify shall not terminate as provided above), with respect to any item as to which, before the expiration of the applicable period, notice of any claim shall have been provided in accordance with the provisions of this Article VIII.

Section 8.2 Oxford's Indemnity Obligations. From and after the Closing, and subject to the limitations set forth in this Article VIII, Oxford shall indemnify each Cambridge Indemnified Party against, and hold each Cambridge Indemnified Party harmless from and against, any and all claims, actions, causes of action, proceedings, arbitrations, losses, damages, liabilities, judgments, fines, amounts, penalties, assessments and expenses (including reasonable attorneys' fees and costs of investigation and defense) (the "Losses") sustained by the Cambridge Indemnified Parties that, directly or indirectly, arise out of or result from:

(a) any breach of any representation or warranty made by or on behalf of Oxford in this Agreement (other than Section 4.14) (without giving effect to any "materiality" and "Oxford Material Adverse Effect" qualifications and exceptions in such representations and warranties other than those representations and warranties in Section 4.8, Section 4.10(b), the first sentence Section 4.15(a), Section 4.18(a), the first sentence Section 4.19, Section 4.20(a) and the first sentence Section 4.21(c)) (it being understood that for purposes of this Section 8.2(a), such representations and warranties shall be deemed to have been made both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be deemed to have been made only as of such date));

(b) any breach or nonfulfillment by Oxford, or default by, Oxford under any agreement or covenant in this Agreement;

(c) the Oxford Companies or their respective businesses, operations, properties or assets, whether before or after the Closing;

(d) (i) the breach by the Wever Contractor of any of its obligations to achieve Provisional Acceptance (as defined in the Wever EPC Contract) (including the Lender's Reliability Test set forth in Section 6.1.2.8 of the Wever EPC Contract, which is due to occur after Provisional Acceptance, except to the extent failure to achieve the Lender's Reliability Test is due to negligence by Cambridge Indemnified Parties), (ii) the breach by the Wever Contractor of Section 6.5(i), (ii), (iii) or (vi) of the Wever EPC Contract, (iii) the breach by the Wever Contractor of its obligation to indemnify IFCO with respect to any Liens (as defined in the Wever EPC Contract), other than Liens resulting from a failure of IFCO to pay amounts due and owing under the Wever EPC Contract after the Closing Date, (iv) solely with respect to events occurring prior to the Closing, the failure by IFCO to pay amounts due and owing to the Wever Contractor under the Wever EPC Contract, (v) any Change Orders (as defined in the Wever EPC Contract) approved by IFCO prior to the Closing, (vi) any Change Orders under the EPC Contract due to Contract Price Adjustment Factors (as defined in the Wever EPC Contract), so long as (A) such

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Change Order was accepted by IFCO in good faith, (B) approved by the Independent Engineer (as defined in the Wever EPC Contract) and (C) the events giving rise to such Change Order occurred prior to the Closing (but have not been approved by IFCO prior to the Closing) and (vii) any Change Orders under the Wever EPC Contract due to Time Adjustment Factors that extend scheduled Provisional Acceptance Date beyond December 31, 2016; provided that Oxford shall not be required to indemnify the Cambridge Indemnified Parties against or hold any Cambridge Indemnified Parties harmless from any Losses sustained by the Cambridge Indemnified Parties as a result of any delay in the timing of the occurrence of the scheduled Provisional Acceptance, as long as such Provisional Acceptance occurs prior to December 31, 2016, regardless of whether the events causing such delay occurred before or after the Closing; and provided further that, in no event shall Oxford's maximum total liability pursuant to Section 8.2(d)(i), (ii) or (iii) exceed the amount of liabilities of the Wever Contractor under the respective provisions of the Wever EPC Contract;

(e) any claims or any proceedings by or on behalf of any holder of Convertible Bonds relating to, arising out of or in connection with the Transactions, including the provisions relating to the Convertible Bonds set forth in Section 7.20; and

(f) the amount, if any, by which the Target Company Excess Net Debt exceeds the Estimated Target Company Excess Net Debt;

except to the extent such Losses arise out of or result from a matter for which indemnification would be provided under Section 8.3 without regard to the limitations set forth in Section 8.1 or Section 8.4.

Section 8.3 Holdco's and Cambridge's Indemnity Obligations. From and after the Closing, and subject to the limitations set forth in this Article VIII, Holdco and Cambridge shall, jointly and severally, indemnify each Oxford Indemnified Party against, and hold each Oxford Indemnified Party harmless from and against, any and all Losses sustained by the Oxford Indemnified Parties that, directly or indirectly, arise out of or result from:

(a) any breach of any representation or warranty made by or on behalf of Cambridge in this Agreement (without giving effect to any "materiality" and "Cambridge Material Adverse Effect" qualifications and exceptions in such representations and warranties other than those representations and warranties in Section 5.7 and Section 5.9(b)) (it being understood that for purposes of this Section 8.3(a), such representations and warranties shall be deemed to have been made both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be deemed to have been made only as of such date));

(b) any breach or nonfulfillment by Cambridge or Holdco of, or default by, Cambridge or Holdco under any agreement or covenant in this Agreement;

(c) any breach or non-fulfillment by Holdco of, or default by Holdco under, any covenant or agreement to be performed after the Closing; or

(d) the Target Companies or their respective businesses, operations, properties or assets, after the Closing;

except to the extent such Losses arise out of or result from a matter for which indemnification would be provided under Section 8.2 without regard to the limitations set forth in Section 8.1 or Section 8.4.

Section 8.4 Certain Limitations.

(a) No amount of Losses shall be payable pursuant to Section 8.2(a) to any Cambridge Indemnified Party or pursuant to Section 8.3(a) to any Oxford Indemnified Party, as applicable, unless the aggregate amount of all Losses that are indemnifiable pursuant to Section 8.2(a) or

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Section 8.3(a), as applicable, exceeds fifty million dollars ($50,000,000) (the "Deductible"), upon which the aggregate amount of all Losses in excess of such Deductible shall be recoverable by the Cambridge Indemnified Parties or the Oxford Indemnified Parties, as applicable, in accordance with the terms hereof and subject to the other limitations herein; and provided that the Deductible shall not apply to any claims for breach of the representations and warranties in Sections 4.2, 4.3, 4.4, 4.11(b), 4.12, 4.27, 5.2, 5.3 and 5.14. For the avoidance of doubt, the Deductible shall be calculated in the aggregate with respect to all claims to which the Deductible applies by the Cambridge Indemnified Parties pursuant to Section 8.2(a) or all claims to which the Deductible applies by the Oxford Indemnified Parties pursuant to Section 8.3(a), as applicable.

(b) In no event shall the aggregate amount of Losses for which the Cambridge Indemnified Parties shall be entitled to indemnification pursuant to Section 8.2(a) or for which the Oxford Indemnified Parties shall be entitled to indemnification pursuant to Section 8.3(a) exceed four hundred fifty million dollars ($450,000,000) (the "Cap"); provided that the Cap shall not apply to any claims for breach of the representations and warranties in Sections 4.2, 4.3, 4.4, 4.11(b), 4.12, 4.27, 5.2, 5.3 and 5.14. For the avoidance of doubt, the Cap shall be calculated in the aggregate with respect to all claims by the Cambridge Indemnified Parties pursuant to Section 8.2(a) or all claims by the Oxford Indemnified Parties pursuant to Section 8.3(a), as applicable.

(c) In no event shall the Cambridge Indemnified Parties be entitled to indemnification pursuant to Section 8.2(a) or the Oxford Indemnified Parties be entitled to indemnification pursuant to Section 8.3(a) for a Loss unless the claim to which such Loss relates together with any other claims arising out of the same facts, events or circumstances involves Losses in excess of five hundred thousand dollars ($500,000) (the "De Minimis Amount") and if such claim for Losses does not exceed the De Minimis Amount, such claim for Losses shall not be applied to or considered for purposes of the Deductible or Cap; provided that the De Minimis Amount shall not apply to any claims for breach of the representations and warranties in Sections 4.2, 4.3, 4.4, 4.11(b), 4.12, 4.27, 5.2, 5.3 and 5.14.

Section 8.5 Indemnification Procedures. All claims for indemnification under this Agreement shall be asserted and resolved as follows:

(a) A Person entitled to indemnity under Section 8.2 or Section 8.3 (an "Indemnified Party") shall give the Person obligated to indemnify under such section (an "Indemnifying Party") notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the amount of the Losses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure.

(b) If an Indemnified Party shall receive notice of any action or proceeding, audit, claim, demand or assessment made by any Person who is not a party to this Agreement or one of its Affiliates (each, a "Third Party Claim") against it which may give rise to a claim for Losses under this Article VIII, within sixty (60) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. The Indemnifying Party shall be entitled, at its option, to assume and control the defense of such Third Party Claim at its expense and through counsel reasonably satisfactory to the Indemnified Party if it gives written notice of its intention to do so (which notice shall constitute the Indemnifying Party's irrevocable acknowledgment and agreement that such Third Party Claim

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is subject to indemnification by the Indemnifying Party hereunder) to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party elects to assume and control any such defense against a Third Party Claim the Indemnified Party may, upon giving prior written notice to the Indemnifying Party, participate in such defense at its own expense. Notwithstanding the foregoing, if (i) the claim for indemnification is with respect to a criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party, (ii) the Indemnified Party has been advised by counsel that (A) a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (B) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, (iii) the Indemnifying Party has failed or is failing to vigorously prosecute or defend such claim or shall have failed to have engaged counsel reasonably satisfactory to the Indemnified Party within the period of time specified above or (iv) the claim seeks an injunction or other equitable relief against the Indemnified Party, then (A) the Indemnifying Party shall not be entitled to assume or control the defense of any such claim or action, and (B) the Indemnified Party shall have the right to conduct and control the defense of such action or claim with counsel of its choosing. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes and controls the defense of any such claim or proceeding, the Indemnified Party shall not settle such Third Party Claim unless the Indemnifying Party consents in writing (such consent not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party assumes and controls the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which may be withheld in the Indemnified Party's sole discretion), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing by the Indemnified Party or any of its Affiliates, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim, or (iii) imposes equitable remedies or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder.

Section 8.6 General.

(a) The obligations of Oxford in respect of any claim for Losses under Section 8.2(a) with respect to a breach of the representations and warranties contained in Section 4.17 shall not become operative and effective to the extent arising from any conduct by Holdco, Cambridge or any of their respective Affiliates or Representatives not consistent with that of a reasonable and prudent business person who owns the applicable Oxford Real Property (without consideration of the benefit of any indemnification provided by Oxford).

(b) The right to indemnification or any other remedy based on representations, warranties, covenants and obligations in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants and obligations.

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(c) Except (i) in the case of actual fraud, willful misrepresentation or intentional breach or (ii) with respect to claims for specific performance or other equitable remedies, from and after the Closing, the remedies set forth in this Article VIII shall be the sole and exclusive remedies by the Cambridge Indemnified Parties or the Oxford Indemnified Parties for any inaccuracy of any representation or breach of any warranty, covenant or agreement by any of the Parties contained in this Agreement.

(d) The indemnification provisions in this Article VIII shall be enforceable regardless of whether any Person (including the Person from whom indemnification is sought) alleges or proves the sole, concurrent, contributory or comparative negligence of the Person seeking indemnification or the sole or concurrent strict liability imposed upon the Person seeking indemnification.

(e) Notwithstanding anything to the contrary in this Agreement, in no event shall any Indemnifying Party be required to indemnify or hold harmless any Indemnified Party under this Agreement for any Losses that are punitive, consequential, special or indirect; provided, however, that the limitation set forth in this Section 8.6(e) shall not apply to any Losses to the extent (i) such Losses (other than punitive damages) were reasonably foreseeable or (ii) the applicable Indemnified Party was held liable to a third party for such Losses.

(f) The amount of any Losses that are subject to indemnification under this Article VIII shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party (net of any expenses incurred in obtaining such proceeds or payments, including collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) in respect of such Losses or any of the events, conditions, facts or circumstances resulting in or relating to such Losses ("Third Party Payments"). If an Indemnified Party receives any Third Party Payment with respect to any Losses for which it has previously been indemnified (directly or indirectly) by an Indemnifying Party, the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving such Third Party Payment) pay to the Indemnifying Party an amount equal to such Third Party Payment or, if it is a lesser amount, the amount of such previously indemnified Losses. The Indemnified Party shall use its commercially reasonable efforts to recover under such insurance policies or indemnity, contribution or other similar agreements other than this Agreement for any Losses to the same extent such Party would if such Losses were not subject to indemnification hereunder.

(g) Nothing in this Article VIII regarding indemnification rights and obligations shall be deemed to override any obligations with respect to mitigation of Losses under applicable Law.

(h) Oxford shall have rights of subrogation against the Wever Contractor in respect of any matter for which Oxford indemnifies or holds harmless any Cambridge Indemnified Party pursuant to Section 8.2(d).

(i) Any Losses subject to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses.

(j) Cambridge shall have the right to withhold and set-off against any payment due under this Agreement or any of the Ancillary Agreements the amount of any claim for indemnification any Cambridge Indemnified Party is entitled to pursuant to a written agreement between Oxford and Cambridge or a final judicial determination in accordance with Section 12.9 (or other dispute resolution mechanism agreed to in writing by Oxford and Cambridge). The withholding and offset rights set forth in this Section 8.6(i) shall in no way be deemed to limit or override Cambridge's other remedies and rights under this Agreement or the Ancillary Agreements under applicable Law.

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ARTICLE IX

TAX MATTERS

Section 9.1 Transfer Taxes. All Transfer Taxes and related out-of-pocket expenses, if any, arising out of or in connection with the Transactions shall be borne by Holdco, provided that any Transfer Taxes and related out-of-pocket expenses required to be paid by Holdco arising out of or in connection with the transactions referred to in Sections 7.20(b), (d), and (h) shall be borne by Oxford. The Party that is required under applicable Laws to file Tax Returns with respect to all such Transfer Taxes shall prepare and file all such necessary Tax Returns with respect to all such Transfer Taxes, promptly provide the other Parties such Tax Returns and any related documentation and, to the extent required by applicable Law, Oxford, Cambridge and Holdco shall, and shall cause their respective Affiliates to, join in the preparation and execution of any such Tax Returns. To the extent Oxford or any of its Affiliates files such Tax Returns with respect to Transfer Taxes and pays such Transfer Taxes, Holdco shall indemnify and hold harmless and, within ten (10) days of a written request therefor, reimburse such Person for all such Transfer Taxes and any out-of-pocket expenses incurred in connection with the preparation and filing of such Tax Returns.

Section 9.2 Tax Returns.

(a) Oxford shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of each Purchased Company and each Target Company Subsidiary that is due (taking account any extensions) on or prior to the Closing Date and shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. Such Tax Returns shall be made in a manner consistent with past practices of each such Purchased Company or Target Company Subsidiary, except to the extent (i) required by applicable Laws or (ii) where filing such Tax Returns in a manner that is not consistent with past practices of each such Purchased Company or Target Company Subsidiary would not increase Taxes of or with respect to (or decrease a Tax attribute of or otherwise available to) any such Purchased Company or Target Company Subsidiary, as the case may be, for a Post-Closing Tax Period.

(b) Holdco shall prepare or cause to be prepared and shall timely file or cause to be timely filed all Tax Returns required to be filed by or in respect of each Purchased Company or Target Company Subsidiary after the Closing Date, other than any consolidated or combined Tax Return that is required to be filed by Oxford or one of its Subsidiaries or Affiliates (other than a Purchased Company or Target Company Subsidiary), and shall timely remit, or cause to be timely remitted, all Taxes due in respect of such Tax Returns. Such Tax Returns shall be prepared and all elections with respect to such Tax Returns shall be made in a manner consistent with past practices of each such Purchased Company or Target Company Subsidiary, as applicable, except to the extent required by applicable Law. Before filing any Straddle Period Tax Return or any other Pre-Closing Tax Period Tax Return, Holdco shall provide Oxford with a copy of such Tax Return at least forty (40) days prior to the last date for timely filing such Tax Return, and Holdco shall include, in the Tax Return filed, all reasonable comments provided by Oxford with respect to any such draft copy not later than five (5) days prior to such due date. Oxford shall, and shall cause its Affiliates to, execute any applicable powers of attorney with respect to the filing of such Tax Returns. Holdco shall not, without the written consent (not to be unreasonably withheld) of Oxford, withdraw, repudiate, amend, refile or otherwise modify, or cause or permit to be withdrawn, repudiated, amended, refiled or otherwise modified, any Tax Return filed by or in respect of any Purchased Company or Target Company Subsidiary for any taxable year or period beginning before the Closing Date.

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Section 9.3 Tax Indemnity.

(a) Oxford shall indemnify, defend and hold the Cambridge Indemnified Parties harmless from and against, without duplication, (i) any Taxes imposed on or with respect to any Target Company for any Pre-Closing Tax Period, including any part of the Straddle Period before the Closing Date apportioned in accordance with Section 9.3(c), (ii) any Taxes imposed on or with respect to any Target Company for which Oxford or one of its Affiliates (other than any of the Target Companies) is primarily liable and which Tax would not have arisen but for the relationship on or at any time before the Closing Date of a Target Company with Oxford or such Affiliate, including a Tax liability pursuant to section 39 and 43 of the Tax Collection Act 1990 (Invorderingwet 1990), or under Treasury Regulations Section 1.1502-6 (or any similar provision of Laws in any jurisdiction) as a result of the membership of any Target Company in an affiliated, consolidated, combined, unitary, or similar group for any taxable period ending on or before, or that includes, the Closing Date, (iii) any breach of the representations and warranties contained in Section 4.14(e) and 4.14(f), (iv) any Transfer Taxes for which Oxford is responsible pursuant to Section 9.1, (v) any Taxes relating to the Separation including, for the avoidance of doubt, any Dutch withholding Taxes on the Distribution, (vi) any Taxes relating to or in connection with Oxford's and its Affiliates' exit from Egypt, (vii) any Taxes relating to or in connection with the separation of Oxford Construction Limited and its Affiliates from Oxford and its Affiliates, (viii) any Taxes with respect to the formation of, transfer of assets to or sale of interest in OCI Partners LP, a Delaware limited partnership, (ix) any amounts payable under the Tax Claim Agreement dated February 6, 2015, by and between Oxford and Oxford Construction Limited, and (x) any Taxes or Losses resulting from the failure of the Midwestern Disaster Relief Revenue Bonds, Series 2012 to qualify as tax-exempt bonds; The obligations of Oxford pursuant to this Section 9.3(a) shall survive until the expiration of the applicable statute of limitations plus thirty (30) days.

(b) Except for such matters for which Oxford is required to indemnify the Cambridge Indemnified Parties pursuant to Section 8.2 or Section 9.3(a), Holdco shall indemnify, defend and hold the Oxford Indemnified Parties harmless from and against any (i) Taxes imposed on or with respect to any Target Company for any Post-Closing Tax Period, including any part of the Straddle Period after the Closing Date apportioned in accordance with Section 9.3(c), and (ii) any Transfer Taxes for which Holdco is responsible pursuant to Section 9.1.

(c) Where it is necessary for purposes of this Agreement to apportion between Oxford and Cambridge the Taxes of a Target Company for a Straddle Period, such liability shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real or personal property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

(d) Any indemnity payments made pursuant to Article VIII or this Article IX shall be treated by the Parties as an adjustment of the cash Consideration described in Section 1.2 or Section 1.7, as appropriate, for all income tax purposes except to the extent otherwise required by applicable Law. Notwithstanding anything contained in this Agreement to the contrary, any indemnity payments made pursuant to Article VIII or this Article IX shall be increased by any Tax cost actually imposed on the Indemnified Party (including by way of withholding Taxes) in respect of receipt of the indemnity payment, and reduced by any Tax Benefit actually realized by the Indemnified Party in respect of the Loss or Tax liability in respect of which the indemnity payment is made.

Section 9.4 Tax Sharing Agreements. On the Closing Date, all Tax sharing agreements and arrangements between (i) a Target Company, on the one hand, and (ii) Oxford or any Related Person,

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on the other hand, shall be terminated, with respect to each such Target Company, effective as of the Closing Date and have no further effect after the Closing Date.

Section 9.5 Cooperation, Exchange of Information and Record Retention. The Parties recognize that each Party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Target Companies held by Oxford, Cambridge, Holdco or any Target Company; therefore, from and after the Closing Date, each Party shall, and shall cause its applicable Affiliates (including the Target Companies) and Representatives to, (a) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of a Target Company for each Pre-Closing Tax Period and any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (ii) six (6) years following the due date for such Tax Returns (giving effect to any valid extensions), (b) allow the other Parties, their Affiliates and Representatives (and Representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the Party requesting the records) as such Parties may deem reasonably necessary or appropriate from time to time and (c) as reasonably requested by any Party, cooperate and make employees available at mutually convenient times to provide additional information or explanation of materials or documents. Any information obtained under this Section 9.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Section 9.6 Tax Contests.

(a) If a claim for Taxes (including notice of a pending audit) is made by any Tax Authority in writing (a "Tax Contest"), which, if successful, might result in an indemnity payment pursuant to Section 9.3, Holdco shall notify Oxford in writing of the Tax Contest within ten (10) Business Days of the receipt of such Tax Contest; provided, however, that failure to provide such notice shall only reduce Oxford's liability to the extent that Oxford is actually materially prejudiced as a result thereof.

(b) Oxford shall have the sole right to control, contest, resolve and defend against any Tax Contests to the extent they relate to Taxes for which Oxford is obligated to indemnify the Cambridge Indemnified Parties pursuant to Section 9.3; provided, however, that Holdco may participate in any such Tax Contests at their own expense, including the right to attend any meeting and participate in any communications with the relevant Tax Authority, to the extent such Tax Contest relates to Taxes of a Purchased Company or Target Company Subsidiary; provided, further, that Oxford shall not, and shall not permit any other Person to, concede, settle or compromise a Tax Contest (or portion thereof) to the extent such concession, settlement or compromise could reasonably be expected to affect adversely Cambridge or their Affiliates, including any increase in the Taxes of any Purchased Company or Target Company Subsidiary for any Post-Closing Tax Period, without the prior written consent of Holdco, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that if Oxford fails to assume control of the conduct of any such Tax Contest within thirty (30) days following the receipt by Oxford of notice of such Tax Contest, Holdco may notify Oxford in writing that it has failed to assume control of such Tax Contest, and if Oxford does not assume control of such Tax Contest within five (5) Business Days after such notice, Holdco shall have the right to assume control of such Tax Contest and shall be empowered to settle, compromise and/or concede such Tax Contest upon the prior written consent of Oxford, which consent shall not unreasonably be withheld, conditioned or delayed; provided, further, that Oxford may participate in any Tax Contests described in the preceding clause at its own expense, including the right to attend any meeting and participate in any communications with the relevant Tax Authority, to the extent such Tax Contest relates to Taxes of a Purchased Company or Target Company Subsidiary.

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(c) The Cambridge Indemnified Parties shall have the sole right to control, contest, resolve and defend against all Tax Contests of any Purchased Company or Target Company Subsidiary that are not governed by Section 9.6(b) , other than, for the avoidance of doubt, Tax Contests of a consolidated or combined group of which Oxford or any of its Affiliates (other than a Target Company) is the common parent.

Section 9.7 Certain Actions.

(a) None of the Parties or any Subsidiary or Affiliate thereof may take or agree to take any action, or knowingly fail to take any action, which action or failure to act would or could reasonably be expected to cause Holdco to be treated as a domestic corporation for U.S. federal income tax purposes following the Effective Time. None of Holdco, Oxford or any Subsidiary or Affiliate thereof may take or agree to take any action, or knowingly fail to take any action, which action or failure to act would or could reasonably be expected to prevent the Restructuring from qualifying for the Tax treatment set forth in Section 1.6.

(b) Notwithstanding anything herein to the contrary, except as expressly authorized by the Restructuring Steps Plan or Article I, none of Oxford and its Subsidiaries and Affiliates shall, nor shall they cause or permit any Person to, (i) forgive any indebtedness of any of the Target Companies or Holdco, (ii) make any capital contribution (without regard to whether or not any Capital Stock is issued) to any of the Target Companies or Holdco, or (iii) take any other action that, for U.S. federal income tax purposes, could be treated as, or deemed to be, the forgiveness of debt of or the contribution of capital (without regard to whether or not any Capital Stock is issued) to any of the Target Companies or Holdco.

(c) Notwithstanding anything herein to the contrary, from the date of this Agreement until after the Effective Time, Oxford shall not (i) raise any new capital, except by the issuance of instruments treated as indebtedness for U.S. federal income tax purposes, but not including any indebtedness that is convertible into the Capital Stock, or any other instrument treated as stock for U.S. federal income tax purposes, of Oxford that would participate in the Distribution, (ii) issue any Capital Stock, or any other instrument treated as stock for U.S. federal income tax purposes, that would participate in the Distribution, except with respect to an exercise of the Convertible Bonds outstanding as of the date of this Agreement, (iii) issue any options to acquire the Capital Stock, or any other instrument treated as stock for U.S. federal income tax purposes, of Oxford, except to the extent that such stock would not participate in the Distribution, or (iv) receive any capital contribution (without regard to whether or not any Capital Stock is issued) for U.S. federal income tax purposes, except to the extent that such capital contribution is in exchange for stock that would not participate in the Distribution.

(d) Notwithstanding anything herein to the contrary, except as expressly authorized by the Restructuring Steps Plan (as such Plan may be modified pursuant to Section 3.1) , none of Oxford and its Subsidiaries and Affiliates shall, nor shall they cause or permit any Person to, modify the terms of any intercompany indebtedness, including by refinancing, reissuance or otherwise, between any of the Target Companies, provided that such intercompany indebtedness may be incurred in the ordinary course of business or repaid in cash.

(e) None of Oxford and its Subsidiaries and Affiliates shall, nor shall they cause or permit any Person to, transfer any of the Share Consideration to a creditor of Oxford or any of its Subsidiaries or Affiliates in satisfaction of any indebtedness, for U.S. federal income tax purposes, of Oxford or any of its Subsidiaries that is associated with the Target Companies or the Business. For the avoidance of doubt, nothing in this Section 9.7(e) shall prevent Oxford or any of its Subsidiaries or Affiliates from selling any Share Consideration and using the proceeds from such sale to satisfy any indebtedness of Oxford or any of its Subsidiaries that is associated with the Target Companies or the Business, provided, however, no such cash proceeds shall be transferred

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to a creditor of Oxford or any of its Subsidiaries or Affiliates if, to the knowledge of Oxford, such creditor was also the purchaser of such Share Consideration.

ARTICLE X

CONDITIONS TO CLOSING

Section 10.1 Conditions to Each Party's Obligation to Close the Transactions. The respective obligations of each Party to consummate the Transactions and to take the other actions required hereunder to be taken at the Closing are subject to the satisfaction (or waiver by Oxford and Cambridge if permitted by applicable Laws) on or prior to the Closing Date of the following conditions:

(a) Cambridge shall have obtained the Cambridge Stockholder Approval.

(b) Oxford shall have obtained the Oxford Stockholder Approval.

(c) The waiting period applicable to the Distribution shall have expired with no opposition being instituted or, if opposition was instituted in accordance with section 2:100 DCC such opposition shall have been withdrawn or otherwise finally settled.

(d) The waiting periods and approvals applicable to the consummation of the Transactions under the HSR Act, European Merger Regulation and Turkish Competition Authority (Rekabet Kurumu) shall have expired, been terminated or been obtained, as applicable, in each case without the imposition of a Burdensome Condition.

(e) The Committee on Foreign Investment in the United States shall have concluded all action under any review or investigation of the Transactions under the DPA, having determined that the Transactions do not constitute a "covered transaction" pursuant to the DPA or that there are no unresolved national security concerns, or the President of the United States of America shall have determined not to take action authorized by the DPA with respect to the Transactions.

(f) The Form S-4 shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for that purpose shall have been initiated or threatened in writing (and not withdrawn) by the SEC.

(g) The Holdco Common Stock, including the Merger Consideration and the Share Consideration shall have been authorized for listing on the NYSE, subject to official notice of issuance.

(h) No judgment, temporary restraining order, preliminary or permanent injunction, ruling, determination, decision, opinion or comparable judicial or regulatory action issued by, entered into, or otherwise put into effect by or under the authority of any Governmental Body, or any provision of any applicable Laws (collectively, "Restraints") shall be in effect that prohibits or makes illegal the consummation of the Transactions (other than any Restraint having only an immaterial effect and that does not impose criminal liabilities or penalties).

(i) No action, proceeding or suit shall have been commenced by Governmental Body and be pending against Holdco, Cambridge or Oxford seeking to restrain, or to obtain any material damages or other material remedy in connection with, the Transactions; provided that the condition set forth in this Section 10.1(i), to the extent it relates to any action, proceeding or suit by any Antitrust Authority or relating to any Antitrust Law, shall be deemed to be satisfied unless the restraint, damages or remedy sought by the applicable Governmental Body constitutes a Burdensome Condition.

(j) The representations and warranties of Holdco contained in Section 6.2 and Section 6.3 shall be true and correct in all material respects both as of the date of this Agreement and as of

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the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all material respects as of such date) and (ii) all other representations and warranties of Holdco set forth in Article VI, in each case, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "material adverse effect" or similar matters, shall be true and correct, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, would not reasonably be expected to prevent or materially impair the ability of Holdco or MergerCo to consummate the Transactions.

(k) Holdco shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date.

(l) There shall have been no (i) change in Law, official interpretation thereof, or officially proposed action by the United States Internal Revenue Service or United States Department of Treasury, other than those rules described in Notice 2015-79 issued by the Department of the Treasury and Internal Revenue Service on November 19, 2015, (whether or not yet approved or effective) with respect to subject matters covered by Code Section 7874 or (ii) passage of any bill that would implement a change in applicable Laws by either the United States House of Representatives or the United States Senate with respect to subject matters covered by Code Section 7874, that, in either of case (i) or (ii), if finalized and made effective, in the opinion of Skadden or Cleary, (A) would reasonably be expected to cause Holdco to be treated as a U.S. domestic corporation for U.S. federal Tax purposes or (B) would cause Holdco to fail to qualify for relevant benefits of the Convention Between the United States of America and the Kingdom of the Netherlands for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, as amended.

(m) Steps I-XII of the Restructuring Steps Plan shall have been completed in all material respects in accordance with the terms and provisions of this Agreement.

Section 10.2 Additional Conditions to Obligations of Cambridge. The obligations of Cambridge to consummate the Transactions and to take the other actions required hereunder to be taken by Cambridge at the Closing are further subject to satisfaction of each of the following conditions (any of which may be waived by Cambridge, in whole or in part):

(a) (i) The representations and warranties of Oxford contained in Section 4.10(b) and Section 4.28 shall be true and correct in all respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all respects as of such date), (ii) the representations and warranties of Oxford contained in Sections 4.2, 4.3, 4.4, 4.12, 4.23 and 4.27, in each case, made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or Material Adverse Effect, shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all material respects as of such date) and (iii) all other representations and warranties of Oxford set forth in Article IV, in each case made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "Oxford Material Adverse Effect" or similar matters, shall be true and correct, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct as of such

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date), except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had an Oxford Material Adverse Effect.

(b) Oxford shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date.

(d) Cambridge shall have received from Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden") an opinion dated as of the Closing Date to the effect that Section 7874 of the Code (or any other U.S. Tax Laws), existing regulations promulgated thereunder, and official interpretation thereof as set forth in published guidance, should not apply in such a manner so as to cause Holdco to be treated as a domestic corporation for U.S. federal income Tax purposes from and after the Closing Date (the "7874 Opinion").

(e) Cambridge shall have obtained, each in form and substance reasonably satisfactory to Cambridge, the consents and approvals set forth in Section 10.2(e) of the Oxford Disclosure Letter.

(f) The Net Indebtedness of the Target Companies as of immediately prior to the Closing shall not be greater than two billion two hundred million dollars ($2,200,000,000).

(g) The Oxford Board shall have received from Rothschild a customary "solvency" opinion in form and substance reasonably satisfactory to the Cambridge Board (such opinion to be dated as of the date of the Distribution) (the "Solvency Opinion").

(h) Cambridge shall have received from Skadden an opinion dated as of the Closing Date to the effect that Holdco should qualify for relevant benefits of the Convention Between the United States of America and the Kingdom of the Netherlands for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, as amended.

Section 10.3 Additional Conditions to Obligations of Oxford. The obligations of Oxford to consummate the Transactions and to take the other actions required hereunder to be taken by Oxford at the Closing are further subject to satisfaction of each of the following conditions (any of which may be waived by Oxford, in whole or in part):

(a) (i) the representations and warranties of Cambridge contained in Section 5.9(b) shall be true and correct in all respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all respects as of such date), (ii) the representations and warranties of Cambridge contained in Sections 5.2, 5.3 and 5.14 shall be true and correct in all material respects both as of the date of this Agreement and as of the Closing Date as though made at the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct in all material respects as of such date) and (ii) all other representations and warranties of Cambridge set forth in Article V, in each case made as if none of such representations and warranties contained any qualifications or limitations as to "materiality" or "Cambridge Material Adverse Effect" or similar matters, shall be true and correct, in each case, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be true and correct as so made, individually or in the aggregate, has not had a Cambridge Material Adverse Effect.

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(b) Cambridge shall have performed or complied in all material respects with all agreements and covenants required to be performed by them under this Agreement at or prior to the Closing Date.

(d) Oxford shall have received from Cleary Gottlieb an opinion dated as of the Closing Date to the effect that, under applicable U.S. Tax Law, the Restructuring should qualify for the Tax treatment set forth in Section 1.6 (the "355 Opinion").

ARTICLE XI

TERMINATION

Section 11.1 Termination. Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated, and the Transactions abandoned, at any time prior to the Closing, whether before or after receipt of the Cambridge Stockholder Approval or Oxford Stockholder Approval:

(a) By the mutual written agreement of Cambridge and Oxford.

(b) By either Cambridge or Oxford:

(i) if the Transactions are not consummated at or before 11:59 p.m., Chicago time, on the date which is one (1) year after the date of the Agreement (such date, the "End Date"); provided, however, that if all conditions to Closing have theretofore been satisfied or waived other than those set forth in Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(h) (solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law) and other than those that by their nature are to be satisfied at the Closing, Cambridge or Oxford may elect, on or prior to the End Date (if this Agreement has not been earlier terminated pursuant to its terms), by written notice to the other Party, on one or more occasions, to extend such date to a date no later than the date which is fifteen (15) months after the date of the Agreement (the latest of any such dates being deemed the End Date); and provided, further, that the right to terminate this Agreement under this Section 11.1(b)(i) shall not be available to any Party whose failure to perform any covenant or obligation or whose willful breach of a provision under this Agreement has been the cause of or resulted in the failure of the Transactions to be consummated on or before such date;

(ii) if (A) any Restraint having any of the effects set forth in Section 10.1(h) shall be in effect and shall have become final and nonappealable or (B) there shall be in effect any Laws that make consummation of the Transactions illegal (other than those having only an immaterial effect and that do not impose criminal liabilities or penalties); provided that the Party seeking to terminate this Agreement pursuant to this Section 11.1(b)(ii) shall have complied in all material respects with its obligations under Section 7.10 and shall have used its reasonable best efforts, consistent with, and subject to, the terms of this Agreement, to remove the Restraint;

(iii) if the Cambridge Stockholder Approval is not obtained upon a vote taken at the Cambridge Stockholder Meeting duly convened and concluded (or any adjournment or postponement thereof);

(iv) if the Oxford Stockholder Approval is not obtained upon a vote taken at the Oxford Stockholder Meeting duly convened and concluded (or any postponement thereof);

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(v) if the closing condition set forth in Section 10.1(l) shall be incapable of being satisfied;(2) or

(vi) in the event of a breach by Holdco of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 10.1(j) or Section 10.1(k) (assuming, solely for purposes of this Section 11.1(b)(vi), that the date of such breach is, or such breach is continuing as of, the Closing Date), and (B) cannot be or has not been cured by the earlier of (x) thirty (30) calendar days after the giving of written notice to Holdco describing such breach and the basis for such notice in reasonable detail and (y) the End Date; provided that, in the case of any such breach by Holdco of any covenant or other agreement in this Agreement, the Party seeking to terminate this Agreement pursuant to this Section 11.1(b)(vi) shall have complied in all material respects with its obligations under Section 7.29 as they relate to such covenant or other agreement.

(i) prior to receipt of the Oxford Stockholder Approval, if (A) Oxford shall have failed to include the Oxford Board Recommendation in the Oxford Notice; (B) the Oxford Board shall have made an Oxford Adverse Recommendation Change; (C) if in the event that a public offer that constitutes an Acquisition Proposal for Oxford shall have been commenced and Oxford shall not have published its position statement (including a recommendation rejecting such public offer) pursuant to article 18(2) of the Dutch decree on public takeovers within ten (10) Business Days after such public offer is first published, sent or given, or subsequently amended in any material respect, a statement recommending that stockholders reject such public offer and affirming the Oxford Board Recommendation; or (D) Oxford shall have violated or breached in any material respect any of its material obligations under Section 7.4;

(ii) in the event of a breach by Oxford of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 10.2(a) or Section 10.2(b) (assuming, solely for purposes of this Section 11.1(c)(ii), that the date of such breach is, or such breach is continuing as of, the Closing Date), and (B) cannot be or has not been cured by the earlier of (x) thirty (30) calendar days after the giving of written notice to Oxford describing such breach and the basis for such notice in reasonable detail and (y) the End Date; or

(iii) if the closing conditions set forth in Section 10.2(d) or Section 10.2(h) shall be incapable of being satisfied.

(d) By Oxford:

(i) prior to receipt of the Cambridge Stockholder Approval, if (A) Cambridge shall have failed to include the Cambridge Board Recommendation in the Proxy Statement, (B) the Cambridge Board shall have made a Cambridge Adverse Recommendation Change (C) in the event that a tender offer or exchange offer that constitutes an Acquisition Proposal for Cambridge shall have been commenced by a Person unaffiliated with Oxford and Cambridge shall not have published, sent or given to its stockholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten (10) Business Day period (as specified in Rule 14e-2 under the Exchange Act) after such tender offer or exchange offer is first published, sent or given, or

(2): Note: Pursuant to the Second Amendment to Combination Agreement, dated as of December 20, 2015, each of Cambridge and Oxford waived the right to terminate the Combination Agreement pursuant to this Section 11.1(b)(v) as a result of Notice 2015-79 issued by the Department of the Treasury and Internal Revenue Service on November 19, 2015.

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subsequently amended in any material respect, a statement recommending that stockholders reject such tender offer or exchange offer and affirming the Cambridge Board Recommendation; or (D) Cambridge shall have violated or breached in any material respect any of its material obligations under Section 7.5;

(ii) in the event of a breach by Cambridge of any representation, warranty, covenant or other agreement contained in this Agreement which (A) would give rise to the failure of a condition set forth in Section 10.3(a) or Section 10.3(b) (assuming, solely for purposes of this Section 11.1(d)(ii), that the date of such breach is, or such breach is continuing as of, the Closing Date) and (B) cannot be or has not been cured by the earlier of (x) thirty (30) calendar days after the giving of written notice to Cambridge describing such breach and the basis for such notice in reasonable detail and (y) the End Date; or

(iii) if the closing condition set forth in Section 10.3(d) shall be incapable of being satisfied.

Section 11.2 Effect of Termination. The following provisions shall apply in the event of a termination of this Agreement:

(a) In the event of termination of this Agreement pursuant to Section 11.1, written notice thereof shall forthwith be given to the other Party or Parties specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null and void (except for the last sentence of Section 7.6(a), the last sentence of Section 7.6(e), Section 7.9(d), the last sentence of Section 7.10(a), Section 7.16(d), this Section 11.2 and Article XII, each of which shall survive any such termination) and there shall be no liability on the part of Cambridge, Holdco, MergerCo or Oxford, except (i) as set forth in the provisions of this Agreement that survive such termination; and (ii) nothing herein shall relieve any Party from liability for any fraud or willful breach of this Agreement (in which case the aggrieved Party shall be entitled to all rights and remedies available at law or in equity).

(b)

(i) In the event that this Agreement is terminated by either Cambridge or Oxford pursuant to Section 11.1(b)(iii), then Cambridge shall, within two (2) Business Days of such termination, pay or cause to be paid to Oxford the amount of reasonable out-of-pocket costs and expenses incurred by Oxford and its Affiliates in connection with this Agreement, the Merger and the other Transactions by wire transfer of same day funds to an account designated by Oxford in an amount not to exceed thirty million dollars ($30,000,000).

(ii) In the event that this Agreement is terminated (A) by Oxford pursuant to Section 11.1(d)(i) or (B) by either Cambridge or Oxford pursuant to Section 11.1(b)(iii) if at the time of such termination pursuant to Section 11.1(b)(iii) Oxford had the right to terminate this Agreement pursuant to Section 11.1(d)(i), then Cambridge shall, within two (2) Business Days of such termination, pay or cause to be paid to Oxford an amount equal to one hundred fifty million dollars ($150,000,000) (the "Cambridge Termination Payment") by wire transfer of same day funds to an account designated by Oxford.

(iii) In the event that (A) this Agreement is terminated by Cambridge or Oxford pursuant to Section 11.1(b)(i) or Section 11.1(b)(iii) or by Oxford pursuant to Section 11.1(d)(ii) with respect to the breach of a covenant or agreement, (B) after the date of this Agreement and (x) prior to the time of termination in case of such a termination pursuant to Section 11.1(b)(i) or Section 11.1(d)(ii) or (y) prior to the Cambridge Stockholder Meeting (as it may be adjourned or postponed)in the case of such a termination pursuant to Section 11.1(b)(iii), an Acquisition Proposal for Cambridge shall have been publicly announced or made publicly known or otherwise communicated or made known to Cambridge

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management or the Cambridge Board (or any third party shall have publicly announced, communicated or made known a bona fide intention, whether or not conditional, to make a proposal with respect to an Acquisition Proposal for Cambridge), and (C) within twelve (12) months following such termination, Cambridge or any of its Subsidiaries executes an agreement with respect to any Acquisition Proposal for Cambridge (whether or not involving the same Acquisition Proposal as that referred to in clause (B)) which is subsequently consummated, or any Acquisition Proposal for Cambridge is consummated (it being understood that, for purposes of this clause (C), the term "Acquisition Proposal" shall have the meaning assigned to such term in this Agreement except that each reference to "fifteen percent (15%) or more" in the definition of "Acquisition Proposal" and "Major Subsidiary" shall be deemed to be a reference to "fifty percent (50%) or more"), then Cambridge shall, prior to or contemporaneously with the consummation of such acquisition or transaction pay, or cause to be paid to Oxford, by wire transfer of same day funds to an account designated by Oxford, the Cambridge Termination Payment (less any amount previously paid by Cambridge pursuant to Section 11.2(b)(i)).

(iv) In the event that (i) this Agreement is terminated by either Cambridge or Oxford pursuant to Section 11.1(b)(i) and at the time of such termination any of the conditions to Closing set forth in Section 10.1(d) or Section 10.1(h) (solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law) shall not be satisfied but all other conditions set forth in Section 10.1 or Section 10.2 (other than, in either such case, any such conditions that by their nature are to be satisfied at the Closing, but which conditions would be satisfied if the Closing Date were the date of such termination) shall have been satisfied or waived or (ii) this Agreement is terminated (x) by either Cambridge or Oxford pursuant to Section 11.1(b)(ii) solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law or (y) by Oxford pursuant to Section 11.1(d)(ii) as a result of the breach by Cambridge of any covenant or agreement contained in Section 7.10, and, in either case, and at the time of such termination any of the conditions to Closing set forth in Section 10.1(d) or Section 10.1(h) (solely as a result of a Restraint arising under the authority of any Antitrust Authority or under any Antitrust Law) shall not be satisfied but all other conditions set forth in Section 10.1 and Section 10.2 shall be satisfied, shall have been waived or shall be capable of being satisfied at or prior to the End Date, then Cambridge shall, within two (2) Business Days of such termination, pay or cause to be paid to Oxford an amount equal to one hundred fifty million dollars ($150,000,000) by wire transfer of same day funds to an account designated by Oxford; provided, that Cambridge shall have no obligation to pay such amount if (1) documents in Oxford's or any of its Affiliates' possession ("Oxford's Documents") were produced by Oxford to an Antitrust Authority that failed to provide a necessary clearance or approval of the Transactions, which documents a reasonable Person would believe were a materially adverse factor to the Parties' failure to obtain such clearance or approval and (2) no documents in Cambridge's or any of its Affiliates' possession were produced by Cambridge to such Antitrust Authority that a reasonable Person would believe were as significant an adverse factor as Oxford's Documents in the Parties' failure to obtain such clearance and approval.

(v) In the event that this Agreement is terminated by either Cambridge or Oxford pursuant to Section 11.1(b)(iv), then Oxford shall, within two (2) Business Days of such termination, pay or cause to be paid to Cambridge the amount of reasonable out-of-pocket costs and expenses incurred by Cambridge and its Affiliates in connection with this Agreement, the Merger and the other Transactions by wire transfer of same day funds to an account designated by Cambridge in an amount not to exceed thirty million dollars ($30,000,000).

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(vi) In the event that this Agreement is terminated (A) by Cambridge pursuant to Section 11.1(c)(i) or (B) by either Cambridge or Oxford pursuant to Section 11.1(b)(iv) if at the time of such termination pursuant to Section 11.1(b)(iv) Cambridge had the right to terminate this Agreement pursuant to Section 11.1(c)(i), then Oxford shall, within two (2) Business Days of such termination, pay or cause to be paid to Cambridge an amount equal to one hundred fifty million dollars ($150,000,000) (the "Oxford Termination Payment") by wire transfer of same day funds to an account designated by Cambridge.

(vii) In the event that (A) this Agreement is terminated by Cambridge or Oxford pursuant to Section 11.1(b)(i) or Section 11.1(b)(iv) or by Cambridge pursuant to Section 11.1(c)(ii), (B) after the date of this Agreement and (x) prior to the time of termination in case of such a termination pursuant to Section 11.1(b)(i) or Section 11.1(c)(ii) or (y) prior to the Oxford Stockholder Meeting (as it may be postponed) in the case of such a termination pursuant to Section 11.1(b)(iv), an Acquisition Proposal for Oxford shall have been publicly announced or made publicly known or otherwise communicated or made known to Oxford management or the Oxford Board (or any third party shall have publicly announced, communicated or made known a bona fide intention, whether or not conditional, to make a proposal with respect to an Acquisition Proposal for Oxford), and (C) within twelve (12) months following such termination, Oxford or any of its Subsidiaries executes an agreement with respect to any Acquisition Proposal for Oxford (whether or not involving the same Acquisition Proposal as that referred to in clause (B)) which is subsequently consummated, or any Acquisition Proposal for Oxford is consummated (it being understood that, for purposes of this clause (C), the term "Acquisition Proposal" shall have the meaning assigned to such term in this Agreement except that each reference to "fifteen percent (15%) or more" in the definition of "Acquisition Proposal" and "Major Subsidiary" shall be deemed to be a reference to "fifty percent (50%) or more"), then Oxford shall, prior to or contemporaneously with the consummation of such acquisition or transaction pay, or cause to be paid to Cambridge, by wire transfer of same day funds to an account designated by Cambridge, the Oxford Termination Payment (less any amount previously paid by Cambridge pursuant to Section 11.2(b)(v)).

(c) Each of Cambridge and Oxford acknowledges that the agreements contained in this Section 11.2 are an integral part of the Transactions and that, without these agreements, the other party would not enter into this Agreement; accordingly, if either party fails to promptly pay or cause to be paid the amount due pursuant to this Section 11.2, and, in order to obtain such payment, the other party commences a suit that results in a judgment against such party for the payment set forth in this Section 11.2 or any portion of such payment, such party shall pay the other party its costs and expenses (including attorneys' fees) in connection with such suit, together with interest on the amount of the payment at the prime rate of Citibank, N.A., in effect on the date such payment was required to be paid, from the date on which such payment was required through the date of actual payment. In no event shall Cambridge or Oxford be obligated pursuant to this Section 11.2 to pay more than one Cambridge Termination Payment or Oxford Termination Payment, respectively.

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ARTICLE XII

GENERAL PROVISIONS

Section 12.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given on the date of delivery if delivered personally, by facsimile (with written confirmation of completed transmission), by email (with receipt confirmed by the intended recipient, or if a duplicate copy is promptly delivered by one of the other methods described in this Section 12.1), or sent by a nationally recognized overnight courier service (with confirmation of delivery) . All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the Party to receive such notice in a notice given in accordance with this Section 12.1:

If to Cambridge, to:

CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, IL 60015-2590
Attn: Douglas C. Barnard
Facsimile: (847) 405-2711
Email: Dbarnard@cfindustries.com

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
155 N. Wacker Drive
Chicago, IL 60606
Attn: Brian W. Duwe
Attn: Richard C. Witzel, Jr.
Fax: (312) 407-0411
Telephone: (312) 407-0700
Email: brian.duwe@skadden.com
Email: richard.witzel@skadden.com

If to Oxford, to:

OCI N.V.
Honthorststraat 19
1071 DC Amsterdam
The Netherlands
Attn: Erika Wakid
Facsimile: +31 20 723 4501
Email: Erika.Wakid@oci.nl

with a copy to (which shall not constitute notice):

Cleary Gottlieb Steen and Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attn: Robert P. Davis
Attn: Paul M. Tiger
Facsimile: (212) 225-3999
Email: rdavis@cgsh.com
Email: ptiger@cgsh.com

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Section 12.2 Interpretation.

(a) When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article, Section of or Exhibit to this Agreement unless otherwise indicated. The table of contents and headings (including headings contained in parentheticals to Section and Article references) contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. References herein to any gender include the other gender. The term "or" is not exclusive. The words "hereof," "herein," "hereby," "hereto," and "hereunder" shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other item extends and shall not simply mean "if". "Dollars" and "$" shall mean United States dollars. Any reference to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented, modified and in effect from time to time in accordance with its terms. Any references to any Law shall be deemed to refer to such Law as amended from time to time and to include any successor legislation thereto and any rules and regulations promulgated thereunder. References to any document or information having been "made available" or "furnished" by Oxford shall include Oxford or any of its Representatives having posted any such document or information to the online data room hosted on behalf of Oxford and located at https://datasite.merrillcorp.com (the "Data Room") prior to the execution of this Agreement or provided as an exhibit to any publicly available Oxford Report or MLP Report.

(b) Any covenant or agreement in this Agreement or any Ancillary Agreement that requires Oxford to cause any Target Joint Venture to take (or not take) any action shall be deemed to require Oxford to cause such Target Joint Venture to take (or not take) such action solely to the extent within the control of Oxford.

(c) Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Oxford Disclosure Letter is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Oxford Disclosure Letter is or is not material for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Oxford Disclosure Letter is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in the Oxford Disclosure Letter is or is not in the ordinary course of business for purposes of this Agreement.

(d) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. Neither the drafting history nor the negotiating history of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement.

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Section 12.3 Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, when taken together, shall constitute one and the same instrument. This Agreement shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Agreement.

Section 12.4 Entire Agreement; Third Party Beneficiaries.

(a) This Agreement (including the exhibits hereto, the Disclosure Letters delivered in connection herewith, the Ancillary Agreements and the Restructuring Steps Plan), constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior representations, warranties, agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof.

(b) This Agreement is not intended to and shall not confer any rights or remedies upon any Person other than the Parties and their respective successor and permitted assigns, except for (i) from and after the Effective Time, the rights of the stockholders of Cambridge to receive the Merger Consideration and the rights of the stockholders of Oxford to receive the Distributable Consideration, (ii) as provided in Section 7.25, Article VIII or Article IX or (iii) solely with respect to each Financing Source, this Section 12.4(b) and Sections 12.7, 12.9(b) and 12.11.

(c) The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 12.8 without notice or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Section 12.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Laws or public policy in any situation or in any jurisdiction, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect and such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the offending term or provision in any other situation or any other jurisdiction. Notwithstanding the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible, in a mutually acceptable manner, in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

Section 12.6 Assignments.

(a) Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties, in whole or in part (whether by operation of Law or otherwise), without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

(b) In the event that, after the Closing, Oxford, Cambridge, Holdco or any of their respective successors consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets (determined by its properties and assets after the Closing) to any Person, then in each such case, proper provisions reasonably acceptable to Oxford, in the case

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of Cambridge or Holdco as the consolidating, merging, transferring or conveying Party, or Holdco, in the case of Oxford as the consolidating, merging, transferring or conveying Party, shall be made so that the successors and assigns of the consolidating, merging, transferring or conveying Party shall succeed to such Party's obligations set forth in this Agreement; provided, that, in connection with any of the foregoing, no Party shall be released from any of its obligations or liabilities hereunder.

Section 12.7 Amendments. This Agreement may be amended by the Parties, by action taken or authorized by their respective boards of directors, at any time before or after approval of the matters presented in connection with this Agreement to the stockholders of Cambridge or Oxford, but, after such approval, no amendment shall be made which by applicable Laws or in accordance with the rules of any relevant stock exchange requires further approval by such stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties; provided that no modification or amendment to this Agreement shall be made that would adversely affect the rights of the Financing Sources as set forth in Sections 12.4(b), this Section 12.7, Section 12.9(b) or Section 12.11 without the prior written consent of the Financing Sources.

Section 12.8 Extension; Waiver. At any time prior to the Closing, the Parties, by action taken or authorized by their respective boards of directors, may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement, any Ancillary Agreement or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or, except as provided in Section 11.1(b)(iii) or (iv), conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. No waiver by any Party of any breach of this Agreement shall operate or be construed as a waiver of any preceding or subsequent breach, whether of a similar or different character, unless expressly set forth in such written instrument. Neither any course of conduct nor the failure or delay of any Party to this Agreement to assert any of its rights, remedies or powers under this Agreement or otherwise shall constitute a waiver of those rights, nor shall any single or partial exercise of any right, remedy or power hereunder, or any abandonment or discontinuance of steps to enforce such right, remedy or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right, remedy or power.

Section 12.9 Governing Law and Venue; Waiver of Jury Trail

(a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the federal courts of the United States of America located in the City of Wilmington in the State of Delaware in respect of all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, the Ancillary Agreements, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in such courts. The Parties hereby

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consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12.1 or in such other manner as may be permitted by applicable Laws shall be valid and sufficient service thereof.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 12.9(b).

Section 12.10 Enforcement. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Transactions) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties (on behalf of themselves and the third-party beneficiaries of this Agreement provided in Section 12.4(b)) shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction, and each Party hereby irrevocably waives any right it may have to require the provision of any such bond or other security.

Section 12.11 Certain Claims

(a) Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Laws exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). The Parties further agree that all of the provisions of Section 12.9(b) relating to waiver of jury trial shall apply to any action, cause of action, claim, cross-claim or third party claim referenced in this Section 12.11(a).

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(b) Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto agrees that any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the Transactions, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; provided, however, that, on or prior to the Closing Date, the definitions of "Acquired Business Material Adverse Effect" and "Acquisition Agreement Representations," as defined in and for the purposes of the Commitment Letter, shall be governed by, and construed in accordance with, the laws of the state of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

(c) Notwithstanding anything to the contrary contained in this Agreement, Oxford agrees that neither it nor any of its Representatives or Affiliates shall have any rights or claims against any Financing Source in connection with or related to this Agreement, the Financing or the Transactions. In addition, no Financing Source shall have any liability or obligation to Oxford or any of Oxford's Affiliates or Representatives in connection with or related to this Agreement, the Financing or the Transactions, including for any consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature. For avoidance of doubt, nothing in this Section 12.11(c) shall modify or alter the rights of Cambridge under the Commitment Letter and any provision of any definitive loan documentation between or among Cambridge, Holdco (or the Surviving Corporation), and any of their Subsidiaries and any Financing Source entered into in connection with or as contemplated by this Agreement, and in the event of a conflict between the foregoing and any provision in the Commitment Letter or any such definitive loan documentation, as applicable, the provisions of the Commitment Letter or any such definitive loan documentation, as applicable, shall govern and control.

Section 12.12 Fees; Expenses. Except as otherwise expressly provided in this Agreement, all fees and expenses incurred in connection with the Transactions shall be paid by the Party incurring such fees or expenses, whether or not the Transactions are consummated. For the avoidance of doubt, except as otherwise expressly provided herein, any costs incurred in connection with this Agreement, the Ancillary Agreements or any aspect of the Restructuring or the other Transactions by Oxford and its Subsidiaries prior to the Closing, shall be paid by Oxford or one or more of the Oxford Companies, and not by the Target Companies.

Section 12.13 Nonrecourse. Notwithstanding anything to the contrary in this Agreement, this Agreement may only be enforced against, and any lawsuits, claims, suits or proceedings that may be based upon, arise out of, or relate to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be brought against each Person that is expressly named as a Party in such Person's capacity as such, and only with respect to the specific obligations set forth herein with respect to such Party, and no former, current or future direct or indirect stockholders, equity holders, controlling persons, directors, officers, employees, incorporators, managers, members, trustees, general or limited partners, Affiliates, agents, attorneys or other Representatives of any Party or of any Affiliate of any Party, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any Party under this Agreement or for any lawsuits, claims, suits or proceedings (whether at law or in equity, in tort, contract or otherwise) based on, in respect of or by reason of the Transactions or in respect of any representations, warranties, covenants, agreements or statements (whether written or oral, express or implied) made or alleged to have been made in connection herewith.

Section 12.14 Provision Regarding Legal Representation. Recognizing that each of Cleary Gottlieb, Allen & Overy LLP ("Allen & Overy") and Orrick, Herrington & Sutcliffe LLP ("Orrick") has acted as

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legal counsel to Oxford, the Target Companies and their Affiliates in connection with the negotiation, documentation and consummation of the transactions contemplated hereby prior to the Closing (the "Engagement"), and that Cleary Gottlieb, Allen & Overy and Orrick intend to act as legal counsel to Oxford and its Affiliates (which will no longer include the Target Companies) after the Closing, Holdco and Cambridge hereby waive (on their own behalf) and agree to cause their Affiliates (including, after the Closing, the Target Companies) to waive, any conflicts to the extent related to the Engagement that may arise in connection with Cleary Gottlieb, Allen & Overy or Orrick representing Oxford or any of its Affiliates after the Closing as such representation may relate to Holdco, Cambridge and the Target Companies or the Transactions. In addition, notwithstanding anything in this Agreement to the contrary, all communications involving attorney-client confidences between Oxford, the Target Companies and their respective Affiliates, on the one hand, and Cleary Gottlieb, Allen & Overy or Orrick, on the other hand, in the course of the Engagement shall be deemed to be attorney-client confidences that belong solely to Oxford and its Affiliates (and not the Target Companies). Accordingly, the Target Companies shall not have access to any such communications or to the files of Cleary Gottlieb, Allen & Overy or Orrick relating to the Engagement from and after the Closing, and no actions taken by Oxford or any of its Affiliates or Representatives to retain, remove or otherwise protect such communications will be deemed a breach or violation of this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, from and after the Closing, (a) Oxford and its Affiliates (and not the Target Companies) shall be the sole holders of the attorney-client privilege with respect to communications relating to the Engagement, and no Target Company shall be a holder thereof, (b) to the extent that files of Cleary Gottlieb, Allen & Overy or Orrick in respect of the Engagement constitute property of the client, only Oxford and its Affiliates (and not the Target Companies) shall hold such property rights and (c) neither Cleary Gottlieb, Allen & Overy nor Orrick shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files in connection with the Engagement to any of the Target Companies by reason of any attorney-client relationship between Cleary Gottlieb, Allen & Overy or Orrick, as the case may be, and the Target Companies or otherwise.

ARTICLE XIII

DEFINITIONS

"Acceptable Confidentiality Agreement" means, with respect to Cambridge or Oxford, as applicable, any customary confidentiality agreement that contains provisions with respect to confidentiality that are no less favorable to such Party in any substantive respect than those contained in the Confidentiality Agreement.

"Acquisition Proposal" means, with respect to Cambridge or Oxford, as applicable, any offer or proposal for, or any indication of interest in, (a) any direct or indirect acquisition or purchase of Cambridge or Oxford, as applicable, or any of its Subsidiaries that constitutes fifteen percent (15%) or more of the consolidated gross revenue or consolidated gross assets of Cambridge or Oxford, as applicable, and its Subsidiaries, taken as a whole (any such Subsidiary, a "Major Subsidiary"), (b) any direct or indirect acquisition or purchase of (i) fifteen percent (15%) or more of any class of equity securities or voting power or fifteen percent (15%) or more of the consolidated gross assets of Cambridge or Oxford, as applicable, or (ii) fifteen percent (15%) or more of any class of equity securities or voting power of any of its Major Subsidiaries, (c) any tender offer that, if consummated, would result in any Person beneficially owning fifteen percent (15%) or more of any class of equity securities or voting power of Cambridge or Oxford, as applicable, or (d) any merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Cambridge or Oxford, as applicable, or any Major Subsidiary of Cambridge or Oxford, as applicable, in each case, by, with or involving a Person other than another Party or any of its Subsidiaries; provided that an offer, proposal or indication of interest that does not contemplate the

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direct or indirect acquisition or purchase of any assets or Capital Stock of any Target Company and is not otherwise mutually exclusive with or a material impediment or source of delay to the Transactions shall not constitute an Acquisition Proposal for Oxford.

"Adjusted Convertible Bond Share Reduction Amount" means the Convertible Bond Share Reduction Amount computed without regard to the components thereof specified in subclauses (a)(i) and (a)(iii) of the definition thereof.

"Affiliate," with respect to any Person, means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used in this definition, "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether though ownership of voting securities or equity interest in the registered capital of that Person, by Contract or otherwise). For the avoidance of doubt, Orascom Construction Limited shall be considered an Affiliate of Oxford and its Subsidiaries for the purposes of this Agreement and any Ancillary Agreement.

"Affiliated Group" means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign Laws.

"Ancillary Agreements" means all agreements, instruments, certificates and documents, executed and delivered by either, Cambridge or any of its Affiliates or Oxford or any of its Affiliates under this Agreement or in connection herewith, including the Firewater One Shareholder Agreement, the Holdco Shareholder Agreement and the Registration Rights Agreements.

"Antitrust Authority" means any Governmental Body responsible for the administration and enforcement of Antitrust Law.

"Antitrust Laws" means any Law designed to prohibit restrict or regulate actions for the purpose or effect of monopolization, restraining trade or abusing a dominant position.

"Benefit Plan" means each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, phantom or other stock based award, severance or termination pay, retention, change in control, fringe benefit, employee loan, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other "employee benefit plan" (within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of 3(37) of ERISA), program, agreement (including employment agreements) or arrangement, whether or not subject to ERISA, maintained or contributed to or required to be contributed to by (a) Cambridge or Oxford, (b) any Subsidiary of Cambridge or Oxford or (c) any ERISA Affiliate of Cambridge or Oxford, for the benefit of any current or former employee, director or member of Cambridge or Oxford or any Subsidiary of Cambridge or Oxford, other than any plan, program, agreement or arrangement mandated by applicable Laws.

"Bond Financing Agreement" means the Bond Financing Agreement, dated as of May 1, 2013, between Iowa Finance Authority and IFCO.

"Business" means: (a) the development, construction and operation of a fertilizer plant in Wever, Iowa (the "Iowa Fertilizer Plant") and, once operational, the sale of products therefrom; (b) the nitrogen fertilizer and melamine business as operated at, or in respect of, the complex in Geleen, the Netherlands and the marketing and sale of nitrogen fertilizer and melamine therefrom; (c) the ammonia and methanol business as operated at, or in respect of, the complex in Beaumont, Texas (the "Beaumont Complex") and the marketing and sale of ammonia and methanol therefrom; (d) the development, construction and operation of a methanol plant in Beaumont, Texas (the "Natgasoline Complex") and the marketing and sale of products therefrom and (e) the sales and trading business in

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support of the businesses in clauses (a)-(d) above, including the trading operations in Dubai, United Arab Emirates, in each case, as currently conducted, by Oxford and/or its Subsidiaries.

"Business Day" means any day that is not a Saturday, Sunday or other day on which the commercial banks in Chicago, IL or Amsterdam, the Netherlands are authorized or required by Law to remain closed.

"Cambridge Average Price" means the volume weighted average price per share of Cambridge Common Stock on the NYSE for the twenty (20) consecutive trading days ending upon and including the third (3rd) trading day immediately prior to the Closing Date, as calculated by Bloomberg Financial LP under the function "VWAP".

"Cambridge Board" means the board of directors of Cambridge.

"Cambridge Bylaws" means the bylaws of Cambridge.

"Cambridge Certificate" means the certificate of incorporation of Cambridge.

"Cambridge Common Stock" means common stock, par value $0.01 per share, of Cambridge.

"Cambridge Indemnified Party" means Holdco, Cambridge and their controlled Affiliates (including, for the avoidance of doubt, after the Closing, the Target Companies) and each of their Representatives in their capacities as such.

"Cambridge Material Adverse Effect" means any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts has, or is reasonably expected to have, a material adverse effect on the business, financial condition or results of operations of Cambridge and its Subsidiaries, taken as a whole; provided, that none of the following shall be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been a Cambridge Material Adverse Effect: any change, development, event, occurrence, effect or state of facts arising out of or resulting from (a) capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (b) geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of this Agreement, (c) any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring after the date of this Agreement, (d) any change in applicable Law, GAAP or IFRS (or authoritative interpretation thereof) which is proposed, approved or enacted on or after the date of this Agreement, (e) general conditions in the industries in which Cambridge and its Subsidiaries operate, (f) the failure, in and of itself, of Cambridge to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes in the market price, credit rating or trading volume of Cambridge's securities after the date of this Agreement (it being understood that the underlying facts giving rise or contributing to such failure or change may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been a Cambridge Material Adverse Effect), (g) changes in the price of natural gas, nitrogen, urea, ammonia or any other product used or sold by Cambridge or its Subsidiaries, (h) the identity of Oxford or the announcement or pendency of this Agreement and the Transactions, including any lawsuit in respect of this Agreement or the Transactions and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer, of Cambridge and its Subsidiaries and (i) any action taken at the express written request of Oxford after the date of this Agreement, except, in the cases of clauses (a), (b), (c), (d) and (e), to the extent that Cambridge and its Subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which Cambridge and its Subsidiaries operate (in which case the incremental disproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken into account in

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determining whether there has been, or would reasonably expected to be, a Cambridge Material Adverse Effect).

"Cambridge Transaction Agreements" means this Agreement and the Ancillary Agreements, being or to be executed and delivered by Cambridge or any of its Affiliates under this Agreement or in connection herewith.

"Capital Stock" means, with respect to any Person, any series of common stock, preferred stock and any other equity securities or capital stock of such Person, however described and whether voting or non-voting.

"Cash Consideration" means the Firewater One Consideration and the Holdco Cash Consideration.

"Charter Documents" means, with respect to any entity at any time, in each case as amended, modified and supplemented at that time, (i) the articles and, where relevant, the memorandum of association or certificate of formation, incorporation, partnership or organization (or the equivalent organizational documents) of that entity, (ii) the bylaws, partnership agreement or limited liability company agreement or regulations (or the equivalent governing documents) of that entity, and (iii) each document setting forth the designation, amount and relative rights, limitations and preferences of any class or series of that entity's Capital Stock or of any rights in respect of that entity's Capital Stock.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collective Bargaining Agreement" means any collective bargaining agreement, labor agreement, union agreement, works council agreement, or similar Contract with any labor organization, union, works council, or similar employee representative body.

"Confidentiality Agreement" means the confidentiality agreement, dated February 4, 2015, between Cambridge and Oxford.

"Conditions" means the terms and conditions of the Convertible Bonds, as set out in Schedule 1 to the Convertible Bond Trust Deed.

"Consideration" means the Base Share Consideration, the Election Consideration and the Firewater One Consideration.

"Contract" means any written or oral lease, contract, license, arrangement, option, promise, commitment, undertaking, instrument or other agreement that purports to bind a Person or its property.

"Conversion" means the conversion of CF B.V., from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) into a public company with limited liability (naamloze vennootschap).

"Conversion Price" means the Conversion Price (as such term is defined in the Conditions) applicable to the Convertible Bonds.

"Convertible Bond Independent Adviser" means the Independent Adviser (as such term is defined in the Conditions) appointed pursuant to the terms of Convertible Bonds to determine the adjustment required to the Conversion Price in connection with completion of the Transactions.

"Convertible Bond Premium to Parity Value" means the value as of the Closing Date of a Convertible Bond in excess of the as converted value at the applicable conversion rate as of Closing Date expressed as an amount in U.S. dollars (at the then prevailing exchange rate) after giving effect to the Transactions and adjustments in relation thereto under Condition 6(m) of the Convertible Bonds. For the avoidance of doubt, the Convertible Bond Premium to Parity Value shall in no event be less than $0.

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"Convertible Bond Share Reduction Amount" means the number of shares of Holdco Common Stock equal to:

(a) the sum of

(i) the number of shares of Holdco Common Stock (if any) into which a Convertible Bond shall be convertible (in accordance with the Convertible Bond Trust Deed after giving effect to the Transactions and adjustments in relation thereto under Condition Section 6(m) of the Convertible Bonds); and

(ii) the number of shares of Holdco Common Stock equal to (A) the Convertible Bond Premium to Parity Value divided by (B) the closing price of Cambridge Common Stock reported on the New York Stock Exchange on the trading day immediately preceding the Closing Date;

(iii) the number of shares of Holdco Common Stock equal (A) to sum of the fair market value of other securities and property of Holdco (if any), other than Holdco Common Stock, into which a Convertible Bond shall be convertible (in accordance with the Convertible Bond Trust Deed after giving effect to the Transactions and adjustments in relation thereto under Condition Section 6(m) of the Convertible Bonds), where the "fair market value" of any security or other property, for purposes of this definition, is the fair market value, as determined in good faith by the Cambridge Board, of such security or property as of the Closing Date divided by (B) the closing price of Cambridge Common Stock reported on the New York Stock Exchange on the trading day immediately preceding the Closing Date;

multiplied by

(b) the number of outstanding Convertible Bonds as of the Closing Date.

"Convertible Bond Trust Deed" means the trust deed dated September 25, 2013 between Oxford as issuer and BNY Mellon Corporate Trustee Services Limited as trustee, as in effect on the date hereof.

"Convertible Bonds" means the €339,000,000 3.875% Convertible Bonds due 2018 issued by Oxford in principal amounts of €100,000 each.

"Customs & International Trade Authorizations" means any and all licenses, registrations, and approvals required pursuant to the Customs & International Trade Laws for the lawful export or import of goods, software, technology, technical data, and services and international financial transactions.

"Customs & International Trade Laws" means the applicable export control, sanctions, import, customs and trade, anti-bribery, and anti-boycott Laws of any jurisdiction in which any Target Company is incorporated or does business, including the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, the Tariff Act of 1930, as amended, and other Laws, regulations, and programs administered or enforced by the U.S. Department of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, and their predecessor agencies; the Export Administration Act of 1979, as amended; the Export Administration Regulations, including related restrictions with regard to transactions involving persons and entities on the U.S. Department of Commerce Denied Persons List, Unverified List or Entity List; the Arms Export Control Act, as amended; the International Traffic in Arms Regulations, including related restrictions with regard to transactions involving persons and entities on the Debarred List; the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Iran Sanctions Act, as amended, the National Defense Authorization Act for Fiscal Year 2012, the National Defense Authorization Act for Fiscal Year 2013, and the embargoes and restrictions administered by OFAC; Executive Orders regarding embargoes and restrictions on transactions with designated countries and entities, including persons and entities designated on OFAC's list of Specially

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Designated Nationals and Blocked Persons, and persons or entities designated on the U.S. Department of State sanctions lists; the anti-boycott Laws and regulations administered by the U.S. Department of Commerce; and the anti-boycott Laws and regulations administered by the U.S. Department of the Treasury.

"DCC" means the Dutch Civil Code.

"De Brauw Notary" means a civil law notary holding offices at De Brauw Blackstone Westbroek N.V. (Amsterdam office) or that notary's substitute.

"DGCL" means the General Corporation Law of the State of Delaware.

"DLLCA" means the Delaware Limited Liability Company Act.

"DPA" means Section 721 of the Defense Production Act of 1950, as amended, and the U.S. Department of the Treasury implementing regulations thereof, codified at 31 C.F.R. Part 800.

"Environmental Claim" means any claim, action, cause of action, suit, proceeding, order, demand or notice by any Person alleging actual or potential liability (including actual or potential liability for investigatory costs, cleanup or cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys' fees or penalties) arising out of, based on, resulting from or relating to (a) the presence, or Release into the environment, of, or exposure to, any Materials of Environmental Concern, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

"Environmental Law" means any federal, state, local, foreign or international Laws regulating or protecting public or employee health and safety (including in the workplace), or regulating or protecting natural resources, wildlife, threatened or endangered species or the environment (including ambient air, surface water (including water management and runoff), groundwater, land surface or subsurface strata), regulating greenhouse gases, or regulating the distribution, labeling, registration, use, treatment, storage, disposal, recycling, removal, transport or handling of Materials of Environmental Concern, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.), and the Oil Pollution Act of 1990 (33 U.S.C. §§ 2701 et seq.) and the regulations promulgated pursuant thereto and any counterpart or similar local, state or foreign Laws.

"Environmental Permits" means permits, licenses, consents, certificates, approvals, authorizations, registrations, variances, exemptions, and other approvals issued pursuant to applicable Environmental Law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"ERISA Affiliate" means each entity (whether or not incorporated) that, together with any other Person, is or has been considered in the past six (6) years to be under common control and treated as a single employer for purposes of Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) of ERISA.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Family Member" means, with respect to any Person, any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such Person, or any other Person (other than a tenant or employee) sharing the household of such Person.

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"Financing Sources" means the Persons (including the parties to the Commitment Letter, but excluding Oxford and its Affiliates) that have committed to provide (directly or indirectly) or otherwise entered into agreements in connection with the Financing, or alternative financings in connection with the Transactions, and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, including the agents, arrangers, lenders and other entities that have committed to provide or arrange all or part of the Financing, together with their Affiliates and Representatives involved in the Financing or any such alternative financing and their successors and assigns.

"Form S-4" means the Registration Statement on Form S-4, or other appropriate form or forms, including any pre-effective or post-effective amendments or supplements thereto, filed with the SEC by Holdco under the Securities Act in respect of the shares of Holdco Common Stock to be issued in respect of the Merger Consideration and the Distributable Consideration.

"GAAP" means generally accepted accounting principles for financial reporting in the United States.

"Governmental Approval" means, at any time, any authorization, qualification, consent, approval, permit, franchise, certificate, license, implementing order or exemption of, notice to, or registration or filing with, any Governmental Body.

"Governmental Body" means any (a) international, supranational, national, central, state, provincial, county, municipal, local or other government or quasi-governmental body or authority, domestic or foreign, or any agency, board, branch, bureau, commission, court, tribunal, office, commission, council, department or other instrumentality or subdivision of such government or (b) any other body (including NYSE, NASDAQ, NYSE Euronext Amsterdam and any other national securities exchange or other self-regulatory body) exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, military, regulatory or taxing authority or power of any nature.

"Holdco Common Stock" means the ordinary shares of Holdco.

"Holdco Shareholder Agreement" means the shareholder agreement by and among Holdco, Oxford and the stockholders of Oxford party thereto, dated on or prior to the date of this Agreement, substantially in the form attached hereto as Exhibit C.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act, as amended.

"IFCO" means Iowa Fertilizer Company LLC, a Delaware limited liability company.

"IFRS" means International Financial Reporting Standards as adopted by the EU.

"IFRS-IASB" means International Financial Reporting Standards as issued by the International Accounting Standards Board.

"Indebtedness" means, without duplication: (a) indebtedness for borrowed money, including any accrued but unpaid interest thereon, and including any such obligations evidenced by bonds, debentures, notes or similar obligations or any guarantee of the foregoing; (b) all capitalized lease obligations; (c) all reimbursement or similar obligations in respect of letters of credit, bank guarantees, surety bonds, security time deposits or similar obligations, other than letters of credit to the extent cash collateralized; (d) all costs arising out of overdrafts, acceptance credit or similar facilities; (e) the principal component of all obligations for deferred purchase price of property or services (excluding any trade payables for goods and services incurred in the ordinary course of business); (f) all amounts owing or due on a net basis under any interest rate, currency, swap or other hedging agreements; and (g) all guarantees of Indebtedness of third parties.

"Intellectual Property" means all of the following, whether arising under the Laws of the United States or of any other jurisdiction: (a) patents, patent applications (including patents issued thereon),

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utility models and statutory invention registrations, including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof ("Patents"), and all rights therein provided by international treaties or conventions; (b) Trademarks; (c) copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), moral rights, mask work rights, in each case, whether or not registered, and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions; (d) confidential and trade secret information, including confidential information regarding inventions (whether or not patentable), processes, formulae, models, methodologies, proprietary rights, technology, improvements, know-how, technical and business information; (e) all other intellectual and industrial property rights, whether or not subject to statutory registration or protection; and (f) the right to sue and collect damages for any past infringement of any of the foregoing.

"Intervening Event" means, with respect to Cambridge or Oxford, as applicable, any material event, fact, circumstance, development or occurrence not relating to an Acquisition Proposal for Cambridge or Oxford, as applicable, that (a) is neither known to nor reasonably foreseeable by the Cambridge Board or the Oxford Board, as applicable, as of the date of this Agreement and (b) becomes known to or by the Cambridge Board or the Oxford Board, as applicable, prior to obtaining the Cambridge Stockholder Approval or the Oxford Stockholder Approval, as applicable.

"IP Contracts" means Contracts that primarily relate to the (a) receiving or granting or limiting of rights in or to any Intellectual Property or (b) confidentiality of any Intellectual Property.

"knowledge of Cambridge" and phrases with similar wording mean the knowledge of the Persons listed on Section 13(a) of the Cambridge Disclosure Letter after reasonable inquiry of the current employees of Cambridge and its Affiliates having primary responsibility for the subject matter of the inquiry.

"knowledge of Oxford" and phrases with similar wording mean the knowledge of the Persons listed on Section 13(a) of the Oxford Disclosure Letter after reasonable inquiry of the current employees of Oxford and its Affiliates having primary responsibility for the subject matter of the inquiry.

"Law" means any law, rule, regulation, statute, order, writ, injunction, judgment, decree, ruling, opinion, decision, determination, directive, award or settlement, whether civil, criminal or administrative, ordinance or code promulgated by any Governmental Body, including any securities law.

"Lien" means any lien (statutory or otherwise) pledge, charge or other security interest, in each case whether voluntarily incurred or arising by operation of Law; provided, however, that the foregoing shall not include licenses of or other grants of rights to use Intellectual Property.

"Marketing Period" means the first period of 15 consecutive Business Days after the date of this Agreement throughout which (i) Cambridge shall have the Required Information and (ii) the conditions set forth in Section 10.1 and Section 10.2 (other than the conditions set forth in Section 10.1(a) and Section 10.1(b)) shall have been satisfied (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the Party entitled to waive such conditions) and nothing has occurred and no condition or state of facts exists that would cause any of the conditions set forth in Section 10.1 or Section 10.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 15 consecutive Business Day period; provided, that if the financial statements included in the Required Information that is available to Cambridge on the first day of any such 15 consecutive Business Day period would not be sufficiently current on any day during such 15 consecutive Business Day period to permit (x) a registration statement filed by a first-time U.S. registrant using such financial statements to be declared effective by the SEC on the last day of the 15 consecutive Business Day period and (y) Oxford's independent auditors to issue a customary comfort letter, including a "negative assurance" comfort letter, in accordance with such independent auditors' normal practices and procedures, on the last day

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of the 15 consecutive Business Day period (any documents complying with the requirements of clauses (x) and (y), mutatis mutandis, "Compliant Documents"), then a new 15 consecutive Business Day period shall commence upon Cambridge receiving updated Required Information that would qualify as a Compliant Document; provided, further, that the Marketing Period shall be deemed not to have commenced if, prior to the completion of such 15 consecutive Business Day period (1) Oxford's independent auditors shall have withdrawn such independent auditors' audit opinion with respect to any of the financial statements contained in the Required Information, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect the applicable Required Information by Oxford's independent auditors, another "big four" accounting firm or another independent public accounting firm reasonably acceptable to Cambridge or (2) the Oxford Board or a committee thereof, Oxford's chief financial officer or any other executive officer of Oxford concludes that any previously issued financial statements included or intended to be used in the Required Information should no longer be relied upon, in which case the Marketing Period shall be deemed not to commence unless and until Oxford has determined that such financial statements may be relied upon and notified Cambridge of such determination or (3) Oxford or any of the Target Companies shall have publicly announced any intention to restate any material financial information included or intended to be used in the Required Information or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed and reflected in the Required Information and in Oxford's and any such Target Company's filings with applicable regulatory authorities or Oxford has determined and publicly announced that no such restatement is required; provided, further, that such 15 consecutive Business Day period (i) shall not include November 26, 2015, November 27, 2015, November 24, 2016 or November 25, 2016 and (ii) shall (x) end prior to December 21, 2015 or commence on or after January 4, 2016, (y) end prior to August 15, 2016 or commence on or after September 6, 2016 and (z) end prior to December 19, 2016 or commence on or after January 3, 2017, which for purposes of such 15 consecutive Business Day period shall not constitute Business Days. Notwithstanding the foregoing, the Marketing Period shall end on any earlier date that is the date on which the proceeds of the Financing or any alternative financing are obtained and are sufficient to consummate the transactions contemplated by this Agreement.

"Materials of Environmental Concern" means any chemicals, materials, greenhouse gases, substances, pollutants or contaminants in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste materials, raw materials, chemicals, finished products, by-products, or any other materials or articles, which are regulated under Environmental Laws, or which are listed, defined or otherwise designated as hazardous, toxic, dangerous, infectious or radioactive under Environmental Laws, or exposure to which is prohibited or regulated by any applicable Environmental Law, including explosive substances, asbestos or asbestos-containing material, polychlorinated biphenyls, and any petroleum, petroleum hydrocarbons, crude oil petroleum derivatives, petroleum products, or by-products of petroleum refining.

"MLP" means OCI Partners LP.

"Natgasoline" Natgasoline LLC, a Delaware limited liability company.

"Natgasoline Construction Contracts" means (i) that certain Engineering, Procurement and Construction Contract, dated as of April 15, 2015, by and between Natgasoline, as owner, and Orascom E&C USA Inc., as contractor, including any amendments, supplements, change orders or other modifications thereto (in each case made in accordance with the terms hereof), (ii) that certain Basic Engineering Agreement, dated as of February 13, 2014, by and between Natgasoline, as owner, and Air Liquide Process & Construction, Inc., as contractor, including any amendments, supplements, change orders or other modifications thereto (in each case made in accordance with the terms hereof), (iii) that certain License Agreement, dated February 13, 2014, by and between Natgasoline, as licensee, and Air Liquide Process & Construction, Inc., as licensor, including any amendments, supplements,

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change orders or other modifications thereto (in each case made in accordance with the terms hereof), and (iv) any other engineering, procurement or construction contract or license agreement related to the Natgasoline Project, in each case, including any amendments, supplements, change orders or other modifications thereto.

"Net Indebtedness" means the Indebtedness of the Target Companies (other than any Indebtedness owed to any of the Oxford Companies after giving effect to the Restructuring and other than the "Project Financing" contemplated by the Firewater One Term Sheet incurred by Natgasoline) less the Target Companies Cash.

"Net Intercompany Payable" means, as of immediately prior to the Closing, the net amount owed by the Target Companies to the Oxford Companies after giving effect to the Restructuring. In the event the net amount owed by the Target Companies to the Oxford Companies after giving effect to the Restructuring is less than zero, the Net Intercompany Payable shall be deemed to be zero.

"Non-Distributable Consideration" means the Consideration other than the Distributable Consideration.

"Notary" means a civil law notary holding offices at Allen & Overy LLP (Amsterdam office) or that notary's substitute.

"NYSE" means the New York Stock Exchange.

"Oxford Articles of Association" means the articles of association of Oxford.

"Oxford Benefit Plans" means the Benefit Plans of the Oxford Companies and the Target Companies.

"Oxford Board" means the board of directors of Oxford (or an equivalent governing body of Oxford).

"Oxford Chem 2" means OCI Chem 2, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) that is indirectly wholly owned by Oxford.

"Oxford Companies" means Oxford and the direct and indirect Subsidiaries of Oxford that are not Target Companies at any given time.

"Oxford Confidential Information" means (a) all information and data that any Oxford Company maintains as confidential relating to the business of the Oxford Companies (which shall not include the Business), including customer and supplier lists, pricing information, marketing plans, market studies and all other information or data and (b) all Information (as defined in the Confidentiality Agreement), other than Target Confidential Information, furnished by or on behalf of Oxford to Cambridge or its Representatives that Cambridge is required as of immediately prior to the Closing to keep confidential pursuant to the Confidentiality Agreement; provided that Oxford Confidential Information shall not include any information or data that (i) is or becomes available to the public after the Closing other than as a result of a disclosure in violation of Section 7.9(f) or (B) becomes available to Holdco or its Representatives after the Closing from a source other any Oxford Company or their Representatives if the source of such information is not known by Holdco or its applicable Representative to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, any Oxford Company with respect to such information.

"Oxford Indemnified Party" means Oxford and its controlled Affiliates and each of their Representatives in their capacities as such.

"Oxford Intellectual Property Rights" means all Intellectual Property owned by the Target Companies, including any such Intellectual Property licensed pursuant to any Target Company IP Contract.

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"Oxford Material Adverse Effect" means any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts has, or is reasonably expected to have, a material adverse effect on the business, financial condition or results of operations of (a) the Business or (b) the Target Companies, taken as a whole; provided, that none of the following shall be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been an Oxford Material Adverse Effect: any change, development, event, occurrence, effect or state of facts arising out of or resulting from (i) capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (ii) geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of this Agreement, (iii) any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring after the date of this Agreement, (iv) any change in applicable Law GAAP or IFRS (or authoritative interpretation thereof) which is proposed, approved or enacted on or after the date of this Agreement, (v) general conditions in the industries in which the Business or the Target Companies, as applicable, operate, (vi) the failure, in and of itself, of the Business or the Target Companies, as applicable, to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes in the market price, credit rating or trading volume of MLP or Oxford's securities after the date of this Agreement (it being understood that the underlying facts giving rise or contributing to such failure or change may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been an Oxford Material Adverse Effect), (vii) changes in the price of natural gas, nitrogen, urea, ammonia or any other product used or sold by the Business or the Target Companies, as applicable, (viii) the identity of Cambridge or the announcement or pendency of this Agreement and the Transactions, including any lawsuit in respect of this Agreement or the Transactions and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer, of the Business or the Target Companies, as applicable and (ix) any action taken at the express written request of Cambridge after the date of this Agreement, except, in the cases of clauses (i), (ii), (iii), (iv) and (v), to the extent that the Business or the Target Companies, as applicable, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which the Business or the Target Companies, as applicable, operate (in which case the incremental disproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or would reasonably expected to be, an Oxford Material Adverse Effect).

"Oxford Nitrogen" means OCI Nitrogen B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)

"Oxford Registration Rights Agreement" means the registration rights agreement by and between Holdco and Oxford, substantially in the form attached hereto as Exhibit D.

"Oxford Transaction Agreements" means this Agreement and the Ancillary Agreements, being or to be executed and delivered by Oxford or any of their Affiliates under this Agreement or in connection herewith.

"PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended.

"Permitted Liens" means (a) liens for Taxes and other governmental charges and assessments which (i) are not yet due and payable or (ii) are being contested in good faith by appropriate proceedings diligently conducted, and, in the case of this clause (ii), for which appropriate reserves have been provided in accordance with GAAP or IFRS, as applicable, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens imposed by applicable Laws arising in the ordinary course of business and consistent with past practice for sums not yet due and payable or

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which are being contested in good faith by appropriate proceedings that, in the aggregate as to the liens in this subjection (b), do not exceed $5 million, (c) with respect to any real property, Liens (but excluding (i) any monetary lien or other lien securing Indebtedness and (ii) any Lien imposed or promulgated by Laws, which are governed under clauses (a), (b) and (e)) which do not, individually or in the aggregate, materially impair the continued use of such property as currently conducted or as reasonably contemplated to be conducted and/or the operation of the Business; (d) with respect to any real property leased or otherwise used by a Target Company pursuant to any lease or other occupancy agreement, all title exceptions, defects, easements, restrictions and other matters encumbering the landlord's (or, as applicable, any other owner's) interest in such real property and to which such lease or other use is subordinate, whether or not of record, (e) with respect to any real property, Liens imposed or promulgated by Laws with respect to such real property and improvements, excluding Liens described in clauses (a) and (b), but including zoning regulations, building codes and other land use regulations or environmental regulations, ordinances or legal requirements imposed by any Governmental Body (excluding Liens imposed by applicable Environmental Laws related to investigation or remediation of contaminated real property) to the extent not violated in any material respect by the current use of such real property; (f) Liens that would be revealed by current title reports or surveys which do not, individually or in the aggregate, materially impair the continued use of such property as currently conducted or as reasonably contemplated to be conducted and/or the operation of the Business; (g) Liens arising in the ordinary course of business under workmen's compensation, unemployment insurance, social security, retirement laws and other similar Laws, (h) Liens and other obligations arising under the credit facilities of any Target Company, Revolving Credit Agreement or the Series 2013 Bonds, (i) Liens set forth in Section 13(b) of the Oxford Disclosure Letter; (j) Liens to be released on or before the Closing Date; (k) any Liens arising pursuant to the Cambridge Transaction Agreements; (l) any Liens arising as a result of the actions of the Cambridge, Holdco, MergerCo or any of their respective Representatives; (m) the rights of any third party to minerals attaching to any of the Oxford Real Property, provided that, if exercised, would not materially impair the development, construction, operation, use or management of the Iowa Fertilizer Plan, the Beaumont Complex or the Natgasoline Complex; and (n) any other Liens that will be released on or prior to the Closing Date.

"Person" means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.

"Post-Closing Tax Period" means any taxable year or period (or portion thereof) that begins after the Closing Date.

"Pre-Closing Tax Period" means any taxable year or period (or portion thereof) that ends on or before the Closing Date.

"Registration Rights Agreements" means the Oxford Registration Rights Agreement and the Stockholder Registration Rights Agreement.

"Related Person" means (a) any Affiliate of Oxford other than the Target Companies, (b) any officer or director (or person performing equivalent functions) of Oxford or any Affiliate of Oxford, (c) any ultimate beneficial owner of ten percent (10%) or more of the Capital Stock of Oxford and any officer or director (or person performing equivalent functions) of such beneficial owner and (d) any Family Member of any natural person referenced in clause (a) or (b).

"Release" means any spill, emission, leak, pumping, pouring, emptying, escaping, dumping, injection, disposal, discharge, dispersal, leaching or migration into or through the indoor or outdoor environment, including any abandonment of containers containing Materials of Environmental Concern.

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"Representative" means, in relation to any Person, any director (or Person serving in a similar capacity), officer, employee, consultant, advisor, agent or other representative (including any legal counsel, accountant, investment banker and financial advisor) of that Person or any Subsidiary of that Person.

"Restrictive Covenant" means any restrictive covenant obligation, including any non-compete, non-solicit, non-interference, non-disparagement or confidentiality obligation.

"Retained Shares" means the Share Consideration that is not Distributable Consideration.

"Revolving Credit Agreement" means that certain Facility Agreement, dated July 30, 2014, for Oxford, arranged by Bank of America Merrill Lynch International Limited, Barclays Bank plc, Coöperative Centrale Raiffeisen-Boerenleenbank B.A. Trading As Rabobank International, Crédit Agricole Corporate and Investment Bank and HSBC Bank Middle East Limited as Bookrunning Mandated Lead Arrangers, ING Bank NV as Mandated Lead Arranger and Bank of America Merrill Lynch International Limited as Facility Agent, as amended.

"Sanctioned Country" means, at any time, a country or territory which is itself the subject or target of comprehensive Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

"Sanctioned Person" means any Person that is the target of Sanctions, including, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, or any European Union member state, (b) any Person located, organized or resident in a Sanctioned Country, or (c) any Person 50% or more owned or otherwise controlled by any such Person or Persons.

"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, Her Majesty's Treasury of the United Kingdom or Switzerland.

"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Series 2013 Bonds" means the Iowa Finance Authority Midwestern Disaster Area Revenue Bonds (OCI Fertilizer Company Project), Series 2013.

"Share Consideration" shall mean the Base Share Consideration and any Additional Share Consideration.

"Stockholder Registration Rights Agreement" means the registration rights agreement by and among Holdco and the stockholders of Oxford party thereto, substantially in the form attached hereto as Exhibit E.

"Straddle Period" means any Tax period that includes, but does not end on, the Closing Date.

"Subsidiary" means, with respect to any Person, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries and, in the case of (a) Oxford; (b) the Purchased Companies; and (c) any Target Company, the Target Joint Ventures.

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"Superior Proposal" means, with respect to Cambridge or Oxford, as applicable, a bona fide, unsolicited written Acquisition Proposal for Cambridge or Oxford, as applicable, (a) that if consummated would result in a third party (or in the case of a direct merger between such third party and Cambridge or Oxford, as applicable, the stockholders of such third party) acquiring, directly or indirectly, more than fifty percent (50%) of the outstanding Capital Stock of Cambridge or Oxford, as applicable, or more than fifty percent (50%) of the assets of Cambridge or Oxford, as applicable, and its Subsidiaries, taken as a whole, and (b) that the Cambridge Board or Oxford Board, as applicable, determines in good faith, after consultation with its financial advisor and outside legal counsel, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such Acquisition Proposal, is reasonably likely to be completed on the terms proposed (taking into account any changes to this Agreement proposed by the other Party in response to such Acquisition Proposal), is more favorable to the stockholders of Cambridge or Oxford, as applicable, from a financial point of view than the Merger and the other Transactions.

"Target Benefit Plans" means each Benefit Plan of a Target Company.

"Target Companies Cash" means all cash and cash equivalents of the Target Companies (other than Firewater One or any of its Subsidiaries), regardless of currency (with foreign currency translated to U.S. dollars at the then-current exchange rates); provided, however, that Target Companies Cash shall exclude (a) any cash or cash equivalents in the IFCo debt service reserve account, and (b) any cash or cash equivalents to the extent collateralizing letters of credit and cash subject to similar restrictions.

"Target Company Excess Net Debt" means the amount by the Net Indebtedness of the Target Companies exceeds one billion nine hundred fifty million dollars $1,950,000,000, if any, as of immediately prior to the Closing.

"Target Company Subsidiaries" means the Subsidiaries of the Purchased Companies set forth on Section 11(c) of the Oxford Disclosure Letter.

"Target Confidential Information" means all information and data that any Target Company maintains as confidential relating to the Business, including customer and supplier lists, pricing information, marketing plans, market studies; provided that Target Confidential Information shall not include any information or data that (a) is or becomes available to the public after the Closing other than as a result of a disclosure in violation of Section 7.9(e) or (B) becomes available to any Oxford Company or its Representatives after the Closing from a source other than Holdco, any of its Subsidiaries (including the Target Companies) or its or their respective Representatives if the source of such information is not known by such Oxford Company or its applicable Representative to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Holdco or any of its Subsidiaries (including the Target Companies) with respect to such information.

"Target Joint Ventures" means those joint ventures listed on Section 11(b) of the Oxford Disclosure Letter.

"Tax" or "Taxes" means any federal, state, local, non-U.S. or other tax (including all taxes measured by or referred to as income, excise, gross receipts, premium, ad valorem, sales, use, employment, franchise, profits, gains, real property, personal property, transfer, payroll, stamp, license, severance, documentary, occupation, escheat, windfall profits, guarantee fund assessment or retaliatory tax, business, environmental (including taxes under Section 59A of the Code), climate change, customs duties, Capital Stock, withholding, social security (or similar), unemployment, disability, registration, value added, alternative or add-on minimum, estimated or other tax), or similar levy, assessment, tariff or duty (including any customs duty) (whether payable directly or by withholding) imposed by any Governmental Body, together with any interest, fines and penalties thereon or additional amounts with respect thereto. For purposes of this Agreement, "Tax" or "Taxes" also includes any obligations under

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any agreements or arrangements with any Person with respect to the liability for, or sharing of, taxes (including pursuant to Treasury Regulation Section 1.1502-6 or comparable provisions of state, local or non-U.S. tax Laws) and including any liability for taxes as a transferee or successor, by contract or otherwise.

"Tax Authority" means the Internal Revenue Service and any other national, regional, state, municipal, non-U.S. or other governmental or regulatory authority or administrative body responsible for the administration of any Taxes.

"Tax Benefit" means, with respect to any Losses, the net reduction in cash Taxes actually payable by the Indemnified Party that is attributable to any deduction, loss, credit or other item which decreases Taxes resulting from such Losses (treating such Tax item as the last item used in calculating such net reduction in cash Taxes), taking into account the receipt of the related indemnity payment.

"Tax Return" means all federal, state, local and non-U.S. tax returns, declarations, statements, reports, schedules, forms and information returns or other documents and any amendments thereto required to be filed with a Tax Authority.

"Trademarks" means trademarks, service marks, trade names, service names, trade dress, logos and other identifiers of source, including all goodwill associated therewith, and any and all common law rights, registrations and applications for registration thereof, all rights therein provided by international treaties or conventions and all renewals of any of the foregoing and Internet domain names.

"Transactions" means the Merger, the Contribution, the Restructuring, the Distribution, the Stock Sale and the other transactions contemplated by this Agreement or the Ancillary Agreements.

"Transfer Taxes" means all sales (including bulk sales), use, transfer, value-added, recording, ad valorem, privilege, documentary, gains, gross receipts, registration, conveyance, excise, license, stamp, duties or similar Taxes and fees.

"Wever Construction Contracts" means the Wever EPC Contract, and any other engineering, procurement or construction contract or license agreement related to the Wever Project, in each case, including any amendments, supplements, change orders or other modifications thereto.

"Wever Contractor" means Orascom E&C USA Inc.

"Wever EPC Contract" means that certain Engineering, Procurement and Construction Contract, dated as of April 26, 2013, by and between IFCO, as owner, and the Wever Contractor, as contractor, including any amendments, supplements, change orders or other modifications thereto (in each case made in accordance with the terms thereof).

The terms listed below are defined in the sections set forth opposite such defined term.


355 Opinion		Section 10.3(d)
7874 Opinion		Section 10.2(d)
Additional Share Consideration		Section 1.2(b)
Affected Employees		Section 7.8
Agreement		Preamble
Allen & Overy		Section 12.14
Alternative Financing		Section 7.16(b)
Base Share Consideration		Section 1.2(a)
Beaumont Complex		Article XIII
Book Entry Share		Section 2.4(d)
Burdensome Condition		Section 7.10(c)
Business Audited Financial Statements		Section 7.6(c)(ii)
Business Interim Financial Statements		Section 7.6(c)(iii)

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Cambridge		Preamble
Cambridge Adverse Recommendation Change		Section 7.5(e)
Cambridge Board Recommendation		Section 5.5
Cambridge Disclosure Letter		Article V
Cambridge Equity Right		Section 2.7(c)
Cambridge Financial Advisors		Section 5.5
Cambridge Financial Statements		Section 5.7(a)
Cambridge Governmental Permits		Section 5.16(b)
Cambridge Preferred Stock		Section 5.3(a)
Cambridge Reports		Section 5.7(a)
Cambridge Restricted Shares		Section 2.7(b)
Cambridge Stock Awards		Section 2.7(c)
Cambridge Stock Option		Section 2.7(a)
Cambridge Stock Plans		Section 2.7(a)
Cambridge Stockholder Approval		Section 5.6
Cambridge Stockholder Meeting		Section 7.6(a)
Cambridge Termination Payment		Section 11.2(b)(ii)
Cambridge-Purchased Equity Interests		Recitals
Cap		Section 8.4(b)
CERCLA		Article XIII
Certificate		Section 2.4(d)
Certificate of Merger		Section 2.2(a)
Cleary Gottlieb		Section 7.30(b)
Closing		Section 3.3
Closing Date		Section 3.3(a)
Commitment Letter		Section 5.12
Compliant Documents		Recitals
Contribution		Recitals
Conversion Deed		Section 3.2(a)
Cut-Off Time		Section 5.3(a)
Data Room		Section 12.2(a)
De Minimis Amount		Section 8.4(c)
Debt Financing		Section 5.12
Deductible		Section 8.4(a)
Distributable Consideration		Section 1.3
Distribution		Recitals
Divestiture		Section 7.10(c)
Effective Time		Section 2.2(a)
Election Amount		Section 1.2(b)
Election Consideration		Section 1.2(b)
End Date		Section 11.1(b)(i)
Engagement		Section 12.14
Equity Right		Section 2.7(c)
Estimated Net Intercompany Payable		Section 1.4
Estimated Target Company Excess Net Debt		Section 1.4
Exchange Agent		Section 2.5(a)
Exchange Fund		Section 2.5(c)
Excluded Shares		Section 2.4(a)
Fee Letter		Section 5.12
Financing		Section 5.12
Firewater One		Recitals

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Firewater One Consideration		Section 1.8
Firewater One Shareholder Agreement		Section 7.22
Form 8-K/A		Section 7.14(a)
Fractional Share Cash Amount		Section 1.5
Holdco		Preamble
Holdco Articles of Association		Section 3.2(a)
Holdco Board		Recitals
Holdco Cash Consideration		Section 1.2(b)
Holdco Equity Right		Section 2.7(c)
Holdco Stock Option		Section 2.7(a)
Holdco-Purchased Equity Interests		Recitals
IFCO Financial Statements		Section 4.8(c)
Indemnified Party		Section 8.5(a)
Indemnifying Party		Section 8.5(a)
Iowa Fertilizer Plant		Article XIII
Losses		Section 8.2
Major Subsidiary		Article XIII
Material Contract		Section 4.20(a)
Merger		Recitals
Merger Consideration		Section 2.4(c)
MergerCo		Preamble
MLP Financial Statements		Section 4.8(b)
MLP Reports		Section 4.8(b)
Natgasoline Complex		Article XIII
Natgasoline Existing Parcel		Section 7.33
New Plans		Section 7.8
Nitrogen Financial Statements		Section 4.8(d)
OFAC		Article XIII
Orrick		Section 12.14
Oxford		Preamble
Oxford Adverse Recommendation Change		Section 7.4(e)
Oxford Board Recommendation		Section 4.6
Oxford Disclosure Letter		Article IV
Oxford Environmental Permits		Section 4.17(c)
Oxford Equity Plans		Section 4.15(g)
Oxford Financial Advisors		Section 4.6
Oxford Financial Statements		Section 4.8(a)
Oxford Foreign Business Plans		Section 4.15(h)
Oxford Governmental Permits		Section 4.13(b)
Oxford Leased Real Property		Section 4.21(c)
Oxford Marks		Section 7.21
Oxford Notice		Section 7.6(e)
Oxford Owned Real Property		Section 4.21(a)
Oxford Purchase Option		Section 4.21(e)
Oxford Real Property		Section 4.21(c)
Oxford Real Property Lease		Section 4.21(c)
Oxford Records		Section 7.9(h)
Oxford Reports		Section 4.8(a)
Oxford Stockholder Approval		Section 4.7
Oxford Stockholder Meeting		Section 7.6(e)
Oxford Termination Payment		Section 11.2(b)(vi)

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Oxford/Cambridge Natgasoline Parcel		Section 7.33
Oxford's Documents		Section 11.2(b)(iv)
Parties		Preamble
Party		Preamble
Patents		Article XIII
Proxy Statement		Section 7.6(a)
Purchased Companies		Recitals
Purchased Equity Interests		Recitals
Recognized Investment Banking Firm		Section 7.20(f)
Registered Oxford IP Rights		Section 4.18(a)
Regulatory Filings		Section 4.5(b)
Reimbursement Agreement		Section 4.11
Required Information		Section 7.16(c)(i)
Restraints		Section 10.1(h)
Restructuring		Section 3.1
Restructuring Steps Plan		Section 3.1
Rothschild		Section 7.30(b)
Separation		Section 1.6
Skadden		Section 10.2(d)
Solvency Opinion		Section 10.2(g)
Stock Election		Section 1.2(b)
Stock Sale		Recitals
Surviving Corporation		Section 2.1
Target Companies		Recitals
Target Records		Section 7.9(g)
Tax Contest		Section 9.6(a)
Third Party Claim		Section 8.5(b)
Third Party Payments		Section 8.6(f)
Transferred Natgasoline Parcel		Section 7.33

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.


CF INDUSTRIES HOLDINGS, INC.
By:	/s/ W. ANTHONY WILL
	Name:	W. Anthony Will
	Title:	President and Chief Executive Officer
CF B.V.
By:	/s/ DOUGLAS C. BARNARD
	Name:	Douglas C. Barnard
	Title:	Managing Director
FINCH MERGER COMPANY LLC
By:	/s/ W. ANTHONY WILL
	Name:	W. Anthony Will
	Title:	President and Chief Executive Officer
OCI N.V.
By:	/s/ NASSEF SAWIRIS
	Name:	Nassef Sawiris
	Title:	Chief Executive Officer

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Exhibit D to Combination Agreement

REGISTRATION RIGHTS AGREEMENT
BETWEEN
CF B.V.
AND
OCI N.V.
DATED AS OF [ · ], 2016

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TABLE OF CONTENTS



ARTICLE I DEFINITIONS		1
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitional Provisions	5
ARTICLE II Representations and Warranties		5
SECTION 2.1	Representations and Warranties of the Company	5
SECTION 2.2	Representations and Warranties of the Shareholder	6
ARTICLE III REGISTRATION RIGHTS		6
SECTION 3.1	Demand Request	6
SECTION 3.2	Piggyback Registration	8
SECTION 3.3	Shelf Registration	9
SECTION 3.4	Termination of Registration Obligation	10
SECTION 3.5	Suspension	11
SECTION 3.6	Registration Procedures	11
SECTION 3.7	Registration Expenses	15
SECTION 3.8	Indemnification; Contribution	16
SECTION 3.9	Indemnification Procedures	18
SECTION 3.10	Rule 144; Regulation S	19
SECTION 3.11	Holdback	19
SECTION 3.12	Existing Registration Statements	19
ARTICLE IV MISCELLANEOUS		20
SECTION 4.1	Injunctive Relief	20
SECTION 4.2	Assignments	20
SECTION 4.3	Amendments; Waiver	20
SECTION 4.4	Notices	20
SECTION 4.5	Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury	21
SECTION 4.6	Interpretation	21
SECTION 4.7	Entire Agreement; No Other Representations	22
SECTION 4.8	No Third-Party Beneficiaries	22
SECTION 4.9	Severability	22
SECTION 4.10	Counterparts	22
SECTION 4.11	Further Assurances	22

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REGISTRATION RIGHTS AGREEMENT, dated as of [ · ], 2016 (this "Agreement"), between CF B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, which will convert into a public company with limited liability (naamloze vennootschap) in accordance with the provisions of the Combination Agreement (as defined herein) (the "Company"), and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands ("Oxford" or the "Shareholder").

W I T N E S S E T H:

WHEREAS, CF Industries Holdings, Inc., a Delaware corporation ("Cambridge"), the Company, Finch Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of the Company ("MergerCo" and, together with Cambridge and the Company, the "Cambridge Parties"), and Oxford are parties to a Combination Agreement, dated as of August 6, 2015, as amended from time to time prior to the date hereof (the "Combination Agreement"), pursuant to which, among other things, (i) Oxford will convey to the Cambridge Parties, and the Cambridge Parties will acquire from Oxford, certain equity ownership interests in certain Persons owned, directly or indirectly, in their entirety by Oxford in exchange for consideration consisting, in whole or in part, of Ordinary Shares (as defined below) to be issued by the Company to Oxford and (ii) MergerCo will merge with and into Cambridge, with Cambridge becoming a wholly-owned, direct or indirect, subsidiary of the Company (the "Transaction"), upon the terms and conditions set forth in the Combination Agreement; and

WHEREAS, in connection with the execution and delivery of the Combination Agreement and the consummation of the Transaction, the Company has agreed to grant the Shareholder certain registration rights as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions. As used in this Agreement:

"Affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, provided that neither the Shareholders nor any of their Subsidiaries shall be deemed to be an Affiliate of the Company or vice versa.

"Agreement" shall have the meaning set forth in the preamble to this Agreement.

"Beneficially Own" shall mean, with respect to any securities, (i) having "beneficial ownership" of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (as in effect on the date of this Agreement); (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, right, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or (A) having a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined and (B) that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being

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determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act (as in effect on the date of this Agreement)). The terms "Beneficial Owner," "Beneficial Ownership" and "Beneficially Owned" shall have a correlative meaning.

"Business Day" shall mean a day other than a Saturday or Sunday or public holiday in New York, New York.

"Claim Notice" shall have the meaning set forth in Section 3.9(a).

"Claims" shall have the meaning set forth in Section 3.8(a).

"Combination Agreement" shall have the meaning set forth in the recitals to this Agreement.

"Company" shall have the meaning set forth in the preamble to this Agreement.

"Demand Registration" shall have the meaning set forth in Section 3.1(a).

"Demand Registration Statement" shall have the meaning set forth in Section 3.1(a).

"Demand Request" shall have the meaning set forth in Section 3.1(a).

"Effective Date" shall mean the date on which the Transaction is consummated.

"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended.

"FINRA" shall mean the Financial Industry Regulatory Authority, Inc.

"Form S-3" shall mean such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

"Free Writing Prospectus" shall have the meaning set forth in Section 3.6(a).

"Holdback Period" shall mean, with respect to any registered offering of equity securities of the Company, the period beginning ten (10) days before the effective date of the related registration statement and continuing until the expiration of ninety (90) days (or such shorter period as the managing underwriter(s) permit) after the effective date of the related registration statement (except that, in the case of any such registered offering that is a takedown from a Shelf Registration Statement, the Holdback Period shall be the period beginning ten (10) days before the pricing date in connection with such takedown and continuing until the expiration of ninety (90) days (or such shorter period as the managing underwriter(s) permit) after such pricing date).

"Indemnifying Party" shall have the meaning set forth in Section 3.9(a).

"Marketed Underwritten Offering" shall mean any underwritten offering that involves a customary "road show" (including an "electronic road show") or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

"Non-Underwritten Offering" shall mean an offering in which securities of the Company are not sold to an underwriter or underwriters for reoffering to the public.

"NYSE" shall mean New York Stock Exchange LLC.

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information contained in draft supplements or amendments to offering materials) provided to the Shareholder by the Company (or by third parties) in connection with the applicable registration or offering; provided, however, that Offering Confidential Information shall not include information that was or becomes generally available to the public (including as a result of the filing of the relevant Registration Statement) other than as a result of a disclosure by the Shareholder or its Representatives.

"Ordinary Shares" shall mean the ordinary shares of the Company.

"Organizational Documents" shall mean, with respect to any Person, (a) if a corporation, the memorandum and articles of association, articles or certificate of incorporation and the bylaws, (b) if a general partnership or limited liability partnership, the partnership agreement and any statement of partnership, (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership, (d) if a limited liability company, the certificate of formation and limited liability company agreement, (e) if another type of Person, any charter or similar document adopted or filed in connection with the creation, formation or organization of the Person, and (f) any similar document, amendment or supplement to any of the foregoing.

"Other Shares" shall mean shares of any class of share capital of the Company (other than Ordinary Shares) that are entitled to vote in the election of directors.

"Person" shall mean any individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.

"Piggyback Registration" shall have the meaning set forth in Section 3.2(a).

"Proceedings" shall have the meaning set forth in Section 4.5.

"Prospectus" shall mean the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable Shares, as amended or supplemented and including all material, if any, incorporated by reference in such prospectus or prospectuses.

"Registrable Shares" shall mean, at any time of determination, (a) the Ordinary Shares consisting of Election Shares (as defined in the Contribution Agreement) that were held by the Shareholder on the Effective Date, immediately after giving effect to the Closing, (b) any Ordinary Shares acquired by the Shareholder as a result of the Company's exercise of its call option pursuant to the terms of the Firewater One Shareholder Agreement (as defined in the Combination Agreement) and (c) all Ordinary Shares or Other Shares issued to the Shareholders in respect of any such securities or into which any such securities shall be converted or exchanged in connection with stock splits, reverse stock splits, stock dividends or distributions, combinations or similar recapitalizations, reclassifications or capital reorganizations occurring thereafter, in each case, that are held by any Shareholder at such time. As to any particular Registrable Shares, such securities shall cease to be Registrable Shares when (i) a registration statement registering such securities under the Securities Act has become effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement, (ii) the holder thereof may sell the entire amount of the Registrable Shares held by such holder in a single sale pursuant to Rule 144, (iii) such securities are sold in accordance with Rule 144 (or any successor provision) under the Securities Act or (iv) such securities are transferred to a Person not entitled to the registration rights granted by this Agreement.

"Registration Expenses" shall have the meaning set forth in Section 3.7(a).

"Registration Rights Termination Date" shall have the meaning set forth in Section 3.4.

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"Registration Statement" shall mean any registration statement of the Company which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including any Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents, if any, incorporated by reference in such Registration Statement.

"Required Shelf Registration Statement" shall have the meaning set forth in Section 3.3(a).

"Revival" shall have the meaning set forth in Section 3.4.

"Scheduled Black-Out Period" means any ordinary course blackout period declared by the Company in connection with an annual or quarterly earnings release in accordance with Company policy.

"SEC" shall mean the U.S. Securities and Exchange Commission.

"Securities Act" shall mean the United States Securities Act of 1933, as amended.

"Selling Expenses" shall have the meaning set forth in Section 3.7(a).

"Shareholder Shares" shall mean all Voting Securities Beneficially Owned by the Shareholders.

"Shareholder" shall have the meaning set forth in the preamble to this Agreement.

"Shelf Notice" shall have the meaning set forth in Section 3.3(a).

"Shelf Period" shall have the meaning set forth in Section 3.3(a).

"Shelf Registration" shall have the meaning set forth in Section 3.3(a).

"Shelf Registration Statement" shall mean a "shelf" registration statement providing for the registration, and the sale on a continuous or delayed basis, of securities pursuant to Rule 415 under the Securities Act.

"Shelf Take-Down" shall have the meaning set forth in Section 3.3(b).

"Short-Form Registration Statement" shall have the meaning set forth in Section 3.3(a).

"Similar Securities" shall have the meaning set forth in Section 3.2(a).

"Special Registration" shall mean the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4, Form S-8 or any successor forms thereto or any other form for the registration of securities issued or to be issued in connection with a merger, acquisition or employee benefit plan; or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered solely in connection with an employee benefit or dividend reinvestment plan.

"Time of Sale" shall have the meaning set forth in Section 3.8(a).

"Transaction" shall have the meaning set forth in the recitals to this Agreement.

"Underwritten Shelf Take-Down" shall have the meaning set forth in Section 3.3(c).

"Underwritten Shelf Take-Down Notice" shall have the meaning set forth in Section 3.3(c).

"Voting Securities" shall mean the Ordinary Shares together with any Other Shares.

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SECTION 1.2 Other Definitional Provisions. Except as expressly set forth in this Agreement or unless the express context otherwise requires:

(a) the words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(c) any references herein to a specific Section or Article shall refer, respectively, to such Section or Article of this Agreement;

(d) any reference herein to "USD" and "$" are to United States Dollars;

(e) wherever the word "include", "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation";

(f) references herein to any gender includes the other gender;

(g) a reference to a Person (including a party to this Agreement) includes a reference to that Person's legal personal representatives and permitted successors and assigns;

(h) a reference to a document is a reference to that document as may be supplemented, amended or modified from time to time;

(i) any reference in this Agreement to any statute or statutory provision shall be deemed to include any statute or statutory provision that amends, extends, consolidates, re-enacts or replaces same, or which has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) by same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute; and

(j) any reference to a U.S. legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than the United States, be deemed to include a reference to what most nearly approximates in that jurisdiction to the U.S. legal term.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1 Representations and Warranties of the Company. The Company represents and warrants to the Shareholders as of the date hereof that:

(a) The Company is a private limited company (besloten vennootschap) incorporated under the law of the Netherlands.

(b) The Company has all requisite organizational power and authority and has taken all action necessary in order to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action of the Company, including the approval of the board of directors of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Shareholder, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and, as to enforceability, by general equitable principles.

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(c) The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder will not constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of the Company; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an encumbrance on any of the assets of the Company (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon the Company; or (iii) conflict with, breach or violate any law applicable to the Company or by which its properties are bound or affected, except, in the case of clauses (ii) and (iii) above, for any breach, violation, termination, default, creation, acceleration or conflict that would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the Company to perform its obligations under this Agreement.

SECTION 2.2 Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Company as of the date hereof as follows:

(a) The Shareholder is duly incorporated, validly existing and in good standing under the laws of the Netherlands.

(b) The Shareholder has all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Shareholder of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action of the Shareholder, including the approval of its board of directors. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and, as to enforceability, by general equitable principles.

(c) The execution and delivery of this Agreement by the Shareholder and the performance of its obligations hereunder will not constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of the Shareholder; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an encumbrance on any of the assets of the Shareholder (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon the Shareholder; or (iii) conflict with, breach or violate any law applicable to the Shareholder or by which its properties are bound or affected, except, in the case of clauses (ii) and (iii) above, for any breach, violation, termination, default, creation, acceleration or conflict that would not, individually or in the aggregate, reasonably be expected to impair the ability of the Shareholder to perform its obligations under this Agreement.

ARTICLE III

REGISTRATION RIGHTS

SECTION 3.1 Demand Request.

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Underwritten Offering or a Non-Underwritten Offering in each case subject to the minimum threshold requirement applicable to such registration pursuant to Section 3.1(b) (such request, a "Demand Request"). Upon receipt of any Demand Request, the Company shall use reasonable efforts to file, not later than the later of (x) the date that is sixty (60) calendar days after receipt by the Company of such Demand Request and (y) the first Business Day after the date on which the Form 8-K amendment contemplated by Section 7.14 of the Combination Agreement is filed with the SEC, in accordance with the provisions of this Agreement, a Registration Statement with the SEC (a "Demand Registration Statement") covering such Registrable Shares to be sold in a Marketed Underwritten Offering or a Non-Underwritten Offering, at the sole discretion of the Shareholder. Each Demand Request shall specify the number of Registrable Shares requested to be registered and the intended plan of distribution of such Registrable Shares. Any registration requested by the Shareholder under this Section 3.1(a) is referred to in this Agreement as a "Demand Registration." Unless otherwise agreed by the Company, any Demand Registration to be made by way of a Marketed Underwritten Offering must relate to a firm commitment underwriting. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file or make available any Shelf Registration Statement, or otherwise register securities for offer or sale on a continuous or delayed basis, pursuant to this Section 3.1.

(b) The Shareholder shall be entitled to initiate no more than three (3) Demand Registrations; provided, however, that the Company shall not be obligated to effect any Demand Registration (i) unless the aggregate value of the Registrable Shares requested to be registered by the Shareholder is at least twenty-five million dollars ($25,000,000); and (ii) during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration or a Piggyback Registration (provided that the number of Registrable Shares included in such Piggyback Registration was not less than fifty percent (50%) of the number of Registrable Shares requested by the Shareholder to be included therein in accordance with Section 3.2(a)) or the pricing date of an Underwritten Shelf Take-Down. A request for registration made in accordance with Section 3.1(a) shall not count for the purposes of the limitations in this Section 3.1(b) if (A) the Shareholder determines in good faith to withdraw such request due to marketing conditions or regulatory reasons and give written notice of such determination to the Company prior to the effective date of the Registration Statement and prior to the execution of an underwriting agreement or purchase agreement relating to such request; provided that the Shareholder reimburses the Company for all Registration Expenses incurred in good faith by the Company in connection with such Demand Registration prior to the Company's receipt of such notice, (B) the Registration Statement relating to such Demand Request does not become effective within ninety (90) calendar days after the date such Registration Statement is filed with the SEC (other than by reason of the Shareholder having refused to proceed or a misrepresentation or an omission by the Shareholder), (C) prior to the sale of at least fifty percent (50%) of the Registrable Shares included in the applicable registration relating to such Demand Request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction, or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of the Shareholder within thirty (30) calendar days after the date of such order or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied as a result of a default or breach thereunder by the Company that proximately and primarily caused the failure of such conditions.

(c) In connection with any Demand Request, the lead underwriter to administer the offering shall be chosen by the Shareholder, subject to the prior written consent, not to be unreasonably withheld, conditioned or delayed, of the Company.

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SECTION 3.2 Piggyback Registration.

(a) If, at any time following the Effective Date until the Registration Rights Termination Date, the Company proposes or is required to file a Registration Statement under the Securities Act with respect to an offering of securities of the Company of the same class as the Registrable Shares (such securities "Similar Securities"), whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Shares (excluding a Registration Statement that is (i) solely in connection with a Special Registration, a dividend reinvestment plan or a rights offering, (ii) pursuant to a Demand Registration in accordance with Section 3.1 or a Shelf Registration or (iii) a "universal" Shelf Registration Statement), the Company shall give written notice as promptly as practicable, but not later than ten (10) calendar days prior to the anticipated date of filing of such Registration Statement, to the Shareholder of its intention to effect such registration and shall include in such registration all Registrable Shares with respect to which the Company has received a written request from the Shareholder for inclusion therein within ten (10) calendar days after the date of the Company's notice (a "Piggyback Registration"). In the event that the Shareholder makes such written request, the Shareholder may withdraw its Registrable Shares from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 3.2(a), whether or not the Shareholder has elected to include Registrable Shares in such registration. No Piggyback Registration shall count towards the number of Demand Registrations to which the Shareholder is entitled under Section 3.1(b).

(b) If a Piggyback Registration under Section 3.2(a) is proposed to be underwritten, the Company shall so advise the Shareholder as a part of the written notice given pursuant to Section 3.2(a). In such event, the lead underwriter to administer the offering shall be chosen by the Company.

(c) The Company shall pay all Registration Expenses (subject to and in accordance with Section 3.7) in connection with any Piggyback Registration, whether or not any registration or prospectus becomes effective or final or is terminated or withdrawn by the Company.

(d) If the registration of Similar Securities giving rise to a right to Piggyback Registration pursuant to this Section 3.2 is initiated by the Company for its own account, the Shareholder may include all the Registrable Shares it requests in such Piggyback Registration on the same terms and conditions as such Similar Securities included therein; provided, however, that if the offering to which such Piggyback Registration relates involves a firm commitment underwritten offering and the managing underwriter(s) of such offering advises the Company and the Shareholder in writing that, in its good faith opinion, the total number or dollar amount of Similar Securities proposed to be sold in such offering and Registrable Shares requested by the Shareholder to be included therein, in the aggregate, exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in the applicable registration or prospectus only such number of securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be included in the following order of priority:

(i) first, the securities that the Company proposes to sell;

(ii) second, the Registrable Shares requested to be included by the Shareholder and any Similar Securities requested to be included by any other Persons exercising their contractual

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rights to piggyback registration, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein; and

(iii) third, any securities requested to be included therein by any other Persons (other than the Company and the Shareholder and other Persons with piggyback registration rights), allocated among such Persons in such manner as the Company may determine.

(e) If the registration of Similar Securities giving rise to a right to Piggyback Registration pursuant to this Section 3.2 is initiated by the Company on behalf of holders of Similar Securities to be sold in an underwritten offering, the Shareholder may include all Registrable Shares requested by the Shareholder to be included in such registration in such offering on the same terms and conditions as any Similar Securities included therein; provided, however, that if the managing underwriter(s) of such offering advises the Company and the Shareholder in writing that, in its good faith opinion, the total number or dollar amount of securities to be included therein exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in the applicable registration or prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be so included in the following order of priority:

(i) first, the Similar Securities requested to be included therein by the holders of such Similar Securities, allocated among such Persons in such manner as the Company may determine;

(ii) second, the Registrable Shares requested to be included by the Shareholder and any Similar Securities requested to be included by any other Persons exercising their contractual rights to piggyback registration, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein;

(iii) third, Ordinary Shares or Similar Securities offered by the Company for its own account; and

(iv) fourth, Ordinary Shares or Similar Securities offered by any other holders of Ordinary Shares or Similar Securities requested to be included therein (other than the Company and the Shareholder and other Persons with piggyback registration rights), allocated among such Persons in such manner as the Company may determine.

SECTION 3.3 Shelf Registration.

(a) After the Effective Date, if the Company is eligible to use a Form S-3 or any comparable or successor form or forms for a short-form registration statement (a "Short-Form Registration Statement"), the Shareholder may make a written request (a "Shelf Notice") to the Company to file a Short-Form Registration Statement as a Shelf Registration Statement, which Shelf Notice shall specify the kind and the aggregate amount of Registrable Shares of the Shareholder to be registered therein and the intended methods of distribution thereof. Following the delivery of a Shelf Notice, the Company shall file with the SEC promptly (and, in any event, within sixty (60) days following delivery of such Shelf Notice, provided that the Company shall not be required to make such filing until the first Business Day after the date on which the Form 8-K amendment contemplated by Section 7.14 of the Combination Agreement is filed with the SEC) such Shelf Registration Statement, which shall be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) if the Company qualifies at such time to file such a Shelf Registration Statement (a "Required Shelf Registration Statement") relating to the offer and sale of all Registrable Shares requested for inclusion therein by the Shareholder in accordance with the methods of distribution elected by the Shareholder (to the extent permitted in this

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Section 3.3). Any registration made by the Company under this Section 3.3(a) is referred to in this Agreement as a "Shelf Registration." The Shareholder shall not deliver a Shelf Notice, and the Company shall not be required to effect a Shelf Registration, during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any Demand Registration or any Piggyback Registration (provided that the number of Registrable Shares included in such Piggyback Registration was not less than fifty percent (50%) of the number of Registrable Shares requested by the Shareholder to be included therein in accordance with Section 3.2(a)) and shall not be required to effect more than two (2) Shelf Registrations. Subject to Section 3.5, the Company shall use its reasonable efforts to cause any Required Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, or to become automatically effective if such Required Shelf Registration Statement is an automatic shelf registration statement, and, so long as the Company remains eligible to register the resale of Registrable Shares on Form S-3, to keep such Required Shelf Registration Statement effective under the Securities Act until the earliest of the one hundred eightieth (180th) day following the initial effective date of such Required Shelf Registration Statement, such time as all Registrable Shares that could be sold thereunder have been sold or are no longer outstanding and the Registration Rights Termination Date (such period of effectiveness, the "Shelf Period").

(b) If at any time that a Required Shelf Registration Statement covering Registrable Shares pursuant to this Section 3.3 is effective the Shareholder delivers a notice to the Company stating that the Shareholder intends to effect an offering (a "Shelf Take-Down") of all or a portion of its Registrable Shares included by it on such Required Shelf Registration Statement and stating the number of Registrable Shares to be included in such Shelf Take-Down, then the Company shall as promptly as reasonably practicable amend or supplement such Required Shelf Registration Statement and take such other action as may be reasonably necessary to facilitate the sale of such Registrable Shares pursuant to such Shelf Take-Down.

(c) If the Shareholder elects by written request to the Company, a Shelf Take-Down shall be in the form of a Marketed Underwritten Offering (an "Underwritten Shelf Take-Down"), provided that the aggregate value of the Registrable Shares to be included in such Marketed Underwritten Offering must be at least twenty-five million dollars ($25,000,000), and the Company shall amend or supplement the applicable Required Shelf Registration Statement for such purpose as soon as practicable. In connection with any such Underwritten Shelf Take-Down, the lead underwriter to administer the offering shall be chosen by the Shareholder, subject to the prior written consent, not to be unreasonably withheld, conditioned or delayed, of the Company. The number of Underwritten Shelf Take-Downs the Shareholder may make pursuant to Shelf Registrations is limited to two in any Shelf Period.

SECTION 3.4 Termination of Registration Obligation. Notwithstanding anything to the contrary herein, the obligation of the Company to register Registrable Shares pursuant to this Article III and maintain the effectiveness of any Required Shelf Registration Statement or any Demand Registration Statement filed pursuant to Section 3.1 shall terminate on the first date on which the Shareholder (i) holds Registrable Shares representing less than one percent (1%) of the outstanding Voting Securities and (ii) is able to freely sell its remaining Registrable Shares under Rule 144 under the Securities Act without regard to the volume, manner of sale or filing requirements of such rule (the "Registration Rights Termination Date"); provided, however, the obligation of the Company to register Registrable Shares pursuant to this Article III and maintain the effectiveness of any Required Shelf Registration Statement or any Demand Registration Statement filed pursuant to Section 3.1 shall thereafter revive (the "Revival") on the date on which the Shareholder receives Registrable Shares as a result of the Company's exercise of its call option pursuant to the terms of the Firewater One Shareholder Agreement if on such date the Shareholder either (i) as a result of the receipt of such

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Registrable Shares, holds Registrable Shares representing one percent (1%) or more of the outstanding Voting Securities or (ii) holds Registrable Shares representing less than one percent (1%) of the outstanding Voting Securities and is not then able to freely sell its Registrable Shares under Rule 144 under the Securities Act without regard to the volume, manner of sale and filing requirements of such rule. The Revival, if it occurs, shall be effective on the seventh business day following the Company's receipt of notice from the Shareholder of the Revival, which notice must include evidence reasonably satisfactory to the Company of the Shareholder's ownership of a number of Registrable Shares sufficient to give rise to the Revival and, in the case of a Revival under clause (ii) of the immediately-preceding sentence, of the basis for the Shareholder's inability to freely sell its Registrable Shares under Rule 144 under the Securities Act unless it is the same basis that exists at the time this Agreement becomes effective pursuant to Section 4.12. Notwithstanding anything to the contrary in this Agreement, if the Revival becomes effective pursuant to this Section 3.4, the Shareholder shall be entitled to initiate one Demand Registration and one Shelf Registration.

SECTION 3.5 Suspension. If the filing, initial effectiveness or continued use of a Registration Statement with respect to a Demand Registration or a Shelf Registration would require the Company to make a public disclosure of material non-public information, which disclosure the Company determines in good faith (after consultation with external legal counsel) would materially impact the Company or would materially impede, delay or interfere with the Company's ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such determination to the Shareholder, delay the filing or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or any Prospectus or Free Writing Prospectus; provided, however, that, unless otherwise approved in writing by the Shareholder, the Company shall not be permitted to do so for a period of time in excess of ninety (90) days in the case of any single delay or suspension, and the number of days in any 12-month period on which such a suspension is in effect shall not exceed one hundred twenty (120) (except that such number of days shall not exceed ninety (90) in the 12-month period commencing on the Closing Date (as defined in the Combination Agreement)). In the event that the Company exercises its rights under the preceding sentence, the Shareholder shall suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus or Free Writing Prospectus relating to such Demand Registration or Shelf Registration in connection with any sale or offer to sell Registrable Shares. In the event of such a suspension for which notice is given by the Company after the effectiveness of the applicable Registration Statement, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period) shall be extended by the number of days of such suspension. The Shareholder shall keep confidential the receipt of any notice under this Section 3.5 and the contents thereof, except as required pursuant to applicable law, and, during any period of such delay or suspension, shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company. Notwithstanding anything to the contrary, upon the commencement of any Scheduled Black-Out Period, the Shareholder shall immediately suspend the use of any Prospectus or Free Writing Prospectus in connection with any sale or offer to sell Registrable Shares until the termination of such Scheduled Black-Out Period.

SECTION 3.6 Registration Procedures. Subject to Section 3.5 and the Company's right to withdraw or terminate an applicable Piggyback Registration under Section 3.2(a), whenever the Shareholder shall have requested in accordance with Section 3.1, Section 3.2 or Section 3.3, as applicable, that any Registrable Shares be registered pursuant to Section 3.1, Section 3.2 or Section 3.3, as applicable, the Company shall:

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Registrable Shares and their respective counsel in connection with any required filings with FINRA and, if such Registration Statement is not automatically effective upon filing, use reasonable efforts to cause such Registration Statement to be declared effective as promptly as practicable after the filing thereof; provided, however, that, before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including free writing prospectuses under Rule 433 under the Securities Act, each, a "Free Writing Prospectus"), the Company shall furnish to the Shareholder and each of the managing underwriter(s), if any, copies of the Registration Statement and all other documents proposed to be filed (including exhibits thereto), including upon the reasonable request of the Shareholder and to the extent reasonably practicable, all documents that would be incorporated by reference or deemed to be incorporated by reference therein (other than documents publicly available on the SEC's EDGAR system or any successor system), which Registration Statement and documents proposed to be filed will be subject to the reasonable review and comment of the Shareholder and its counsel (provided that any comments are given to the Company promptly upon receipt of such documents and in no event later than three (3) calendar days after such documents are deemed under Section 4.4 to have been given to the Shareholder), at the Shareholder's sole expense;

(b) prepare and file with the SEC such amendments and supplements to such Registration Statement, the Prospectus used in connection therewith (including Free Writing Prospectuses) and Exchange Act reports as may be necessary to keep such Registration Statement (other than a Required Shelf Registration Statement, the effectiveness of which shall be maintained for the Shelf Period) effective for a period of (A) not less than sixty (60) days, (B) if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter(s), a Prospectus is required by law to be delivered in connection with sales of Registrable Shares by an underwriter or dealer or (C) such shorter period as will terminate when all of the Registrable Shares covered by such Registration Statement have been disposed of in accordance with the intended method or methods of distribution thereof set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act);

(c) furnish to the Shareholder and the managing underwriter(s), if any, such number of conformed copies, without charge, of such Registration Statement, each amendment and supplement thereto, including each preliminary and final Prospectus, any Free Writing Prospectus, all exhibits and other documents filed therewith and such other documents as such Persons may reasonably request, including in order to facilitate the disposition of the Registrable Shares in accordance with the intended method or methods of distribution thereof set forth in such Registration Statement; and the Company, subject to the penultimate paragraph of this Section 3.6, hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Shareholder and the managing underwriter(s), if any, in connection with the offering and sale of the Registrable Shares covered by such Prospectus and any such amendment or supplement thereto;

(d) use its reasonable efforts to register or qualify such Registrable Shares under such other securities or "blue sky" laws of such jurisdictions as the Shareholder reasonably requests and do any and all other acts and things that may be necessary or reasonably advisable to enable the Shareholder to consummate the disposition in such jurisdictions of the Registrable Shares in accordance with the intended method or methods of distribution thereof set forth in the applicable Registration Statement (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection; (ii) subject itself to taxation in any jurisdiction wherein it is not so subject; or (iii) take any action which would subject it to general service of process in any jurisdiction wherein it is not so subject);

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(e) use its reasonable efforts to cause all Registrable Shares covered by such Registration Statement to be registered with or approved by such other governmental agencies, authorities and self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable the Shareholder or the managing underwriter(s), if any, to consummate the disposition of such Registrable Shares in the United States in accordance with the intended method or methods of distribution thereof set forth in such Registration Statement;

(f) promptly notify the Shareholder and the managing underwriter(s), if any, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the occurrence of any event or existence of any fact as a result of which the Prospectus (including any information incorporated by reference therein) included in such Registration Statement, as then in effect, contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, and, as promptly as practicable upon discovery, prepare and furnish to the Shareholder a reasonable number of copies of a supplement or amendment to such Prospectus, or file any other required document, as may be necessary so that, as thereafter delivered to any prospective purchasers of such Registrable Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(g) promptly notify the Shareholder and the managing underwriter(s) of any underwritten offering, if any, (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement or any Free Writing Prospectus has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC for amendments or supplements to such Registration Statement or to such Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or the institution of any proceedings for any such purposes;

(h) enter into underwriting agreements with customary provisions as the Selling Holders (if such registration is a Demand Registration or an underwritten offering pursuant to a Shelf Registration) or the managing underwriter(s), if any, reasonably request in order to facilitate the disposition of such Registrable Shares;

(i) make available for inspection by the Shareholder and the Shareholder's counsel, any managing underwriter(s) participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Shareholder or underwriter(s), all financial and other records, pertinent corporate documents and documents relating to the business of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by the Shareholder or such underwriter(s), attorney, accountant or agent in connection with such Registration Statement; provided, however, that the Shareholder shall, and shall use reasonable efforts to cause each such underwriter(s), accountant or other agent to (i) enter into a confidentiality agreement in form and substance reasonably satisfactory to the Company; and (ii) minimize the disruption to the Company's business in connection with the foregoing;

(j) make available to its security holders, as soon as reasonably practicable after the effective date of the Registration Statement, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company's first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

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(k) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use reasonable efforts to obtain the withdrawal of such order as soon as reasonably practicable;

(l) subject to Section 3.7, cause its senior management to use reasonable efforts to support the marketing of the Registrable Shares covered by the Registration Statement pursuant to any Demand Registration or by a Required Shelf Registration Statement in connection with an underwritten offering thereunder (including participation in "road shows," to be scheduled in a collaborative manner so as not to interfere with the conduct of the business of the Company), taking into account the Company's business needs;

(m) if such Registrable Shares are being sold in an underwritten public offering, use its reasonable efforts to (i) furnish, on the date the underwriting agreement is signed and on the date such Registrable Shares are delivered to the underwriters for sale pursuant to such registration, a comfort letter in customary form, addressed to each of the managing underwriter(s), signed by the independent public accountants who have issued an audit report on the Company's financial statements included in the applicable Registration Statement and (ii) provide, on the date of the closing under the underwriting agreement, a legal opinion of the Company's outside counsel, addressed to each of the managing underwriter(s), in customary form and covering such matters of the type customarily covered by legal opinions of such nature and such other matters as may be reasonably requested by the managing underwriter(s).

Subject to the limitations on the Company's ability to delay the filing or initial effectiveness of, or suspend the use of, as applicable, a Registration Statement or a Prospectus or Free Writing Prospectus pursuant to Section 3.5, the Shareholder shall, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 3.6(f), promptly discontinue its disposition of Registrable Shares pursuant to any Registration Statement until the Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.6(f). If so directed by the Company, the Shareholder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, in the Shareholder's possession of the Prospectus covering such Registrable Shares at the time of receipt of such notice. In the event that the Company shall give any such notice, the period specified in clause (A) in Section 3.6(b) (or, in the case of a Required Shelf Registration Statement, the Shelf Period), as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the Shareholder shall have been given the copies of the supplemented or amended Prospectus contemplated by Section 3.6(f).

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warranties other than those related to title and ownership of, and power and authority to transfer, the Registrable Shares of the Shareholder included therein and the Shareholder's intended method of distribution of such Registrable Shares and as to the accuracy and completeness of statements made in the applicable Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by the Shareholder or its Representatives pertaining to the Shareholder and (B) the aggregate amount of liability of the Shareholder pursuant to any indemnification obligation thereunder shall not exceed the net proceeds received by the Shareholder from such offering. As a condition to including Registrable Shares in any Registration Statement filed in accordance with this Article III, the Company may require that it shall have received an undertaking reasonably satisfactory to the Company from any underwriter to indemnify and hold harmless the Company and its directors, officers and Affiliates to the extent customarily provided by underwriters in connection with similar securities and offerings.

After the Shareholder has been notified of its opportunity to include Registrable Shares in any Piggyback Registration, the Shareholder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Registrable Shares in such Piggyback Registration and (iii) shall not disclose any Offering Confidential Information to any Person other than such of its Representatives as have a need to know such Offering Confidential Information in connection with such purpose, which Representatives the Shareholder shall cause to comply with the requirements of this paragraph; provided, however, that the Shareholder may disclose Offering Confidential Information if such disclosure is required by legal process, but the Shareholder shall cooperate with the Company to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information. The Shareholder shall not offer or sell or otherwise transfer any Shareholder Shares or otherwise engage in trading of securities of the Company while in possession of Offering Confidential Information.

SECTION 3.7 Registration Expenses.

(a) Except as otherwise provided in this Agreement, all expenses incidental to the Company's performance of or compliance with this Article III (the "Registration Expenses"), including (i) all registration and filing fees (including (A) with respect to filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and (B) compliance with securities or blue sky laws including any fees and disbursements of counsel for the underwriter(s) in connection with blue sky qualifications of the Registrable Shares pursuant to Section 3.6(d)); (ii) word processing, duplicating and printing expenses (including expenses of printing certificates for Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses, if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by the Shareholder); (iii) messenger, telephone and delivery expenses; (iv) fees and disbursements of counsel for the Company; and (v) fees and disbursements of all independent certified public accountants (including the fees and disbursements in connection with any "cold comfort" letters required by this Agreement) and other special experts, retained by the Company, shall be borne by the Company. The Company shall, in any event, pay its internal expenses, the expenses of any annual audit or quarterly review of the Company's financial statements by the Company's independent certified public accountants, the expenses of any liability insurance of the Company and the expenses and fees for listing the Registrable Shares to be registered on the applicable securities exchange. All underwriting discounts, selling commissions and transfer taxes and fees and disbursements of counsel and any other advisers or agents of the Shareholder (collectively, "Selling Expenses") incurred in connection with the offering of any Registrable Shares shall be borne by the Shareholder. For the avoidance of doubt, the Company shall not bear any Selling Expenses in connection with its obligations under this Agreement. All expenses incurred in connection with any

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"road shows" undertaken pursuant to Section 3.6(l) shall be borne in equal proportion by the Shareholder and the Company.

(b) Notwithstanding anything to the contrary, the Company shall not be required to pay Registration Expenses for any Demand Registration begun pursuant to Section 3.1(a) the request for which has been subsequently withdrawn by the Shareholder unless the withdrawal is (i) requested under the circumstances described in Section 3.5; or (ii) based upon (A) any fact, circumstance, event, change, effect or occurrence that individually or in the aggregate with all other facts or circumstances, events, changes, effects or occurrences has a material adverse effect on the Company or (B) material adverse information concerning the Company that the Company had not publicly disclosed at least twenty-four (24) hours prior to such registration request and of which the Company had not otherwise notified, in writing, the Shareholder at the time of such request.

SECTION 3.8 Indemnification; Contribution.

(a) In the case of each offering of Registrable Shares made pursuant to this Article III, the Company shall, to the extent permitted by applicable law, indemnify and hold harmless the Shareholder and its directors and officers and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Shareholder from and against any and all losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable and documented fees of counsel) (collectively, "Claims") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of the circumstances under which they were made) not misleading or (iii) any violation by the Company of the Securities Act, the Exchange Act or any state securities law in connection with such offering; provided, however, that the Company shall not be liable to any such indemnified party in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement contained in or omission or alleged omission from such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder or any Representative of the Shareholder expressly for use therein; provided, further, that that the foregoing indemnity agreement, with respect to any Prospectus or Free Writing Prospectus, shall not inure to the benefit of any such indemnified party if the Person asserting any Claims against such indemnified party purchased Shareholder Shares and (x) prior to the time of sale of the Shareholder Shares to such Person (the "Time of Sale"), the Company shall have notified the Shareholder that the Prospectus or Free Writing Prospectus (as it existed prior to the Time of Sale) contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (y) such untrue statement or omission of a material fact was corrected in a Prospectus or Free Writing Prospectus, and such corrected Prospectus or Free Writing Prospectus was provided to the Shareholder in advance of the Time of Sale, and (z) such corrected preliminary Prospectus or Free Writing Prospectus was not conveyed to such Person at or prior to the Time of Sale. In connection with any underwritten offering of Registrable Shares made

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pursuant to this Article III, the Company shall indemnify and hold harmless each underwriter, the officers and directors of such underwriter and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter to substantially the same extent as provided above with respect to the indemnification of the Shareholder by the Company.

(b) In the case of each offering of Registrable Shares made pursuant to this Article III, the Shareholder shall, to the extent permitted by applicable law, indemnify and hold harmless the Company and its directors and officers and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in the light of the circumstances under which they were made) not misleading, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder or any Representative of the Shareholder expressly for use therein. The liability of the Shareholder under the foregoing provisions of this Section 3.8(b) shall be limited to an amount equal to the dollar amount of the net proceeds received by such Selling Holder from Shareholder Shares sold by such Selling Holder pursuant to such Registration Statement or Prospectus. In connection with any underwritten offering of Registrable Shares made pursuant to this Article III, the Company shall indemnify and hold harmless each underwriter, the officers and directors of such underwriter and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter and any other selling securityholder in such offering (and, in the case of each such other selling securityholder, such selling securityholder's officers and directors and each Person, if any, that controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such selling securityholder), to substantially the same extent as provided above with respect to the indemnification of the Company by the Shareholder.

(c) If, for any reason, the indemnification provisions contemplated by Section 3.8(a) or Section 3.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein other than by the terms of this Section 3.8, then each Indemnifying Party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and the indemnified party, on the other hand, with respect to statements or omissions that that resulted in such Claims. The relative fault of such Indemnifying Party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such Indemnifying Party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 3.8(c) is not permitted by applicable law, then each Indemnifying Party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the Indemnifying Party and the indemnified party, as well as any other relevant equitable

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considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 3.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 3.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 3.9) any reasonable and documented legal or other fees or out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, the Shareholder shall not be liable to contribute any amount in excess of the dollar amount of the net proceeds received by the Shareholder from Shareholder Shares sold by the Shareholder pursuant to such Registration Statement or Prospectus.

SECTION 3.9 Indemnification Procedures.

(a) If an indemnified party shall desire to assert any claim for indemnification provided for under Section 3.8 in respect of, arising out of or involving a Claim against the indemnified party, such indemnified party shall notify the Company or the Shareholder, as the case may be (the "Indemnifying Party"), in writing of such Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a "Claim Notice") promptly after receipt by such indemnified party of written notice of the Claim; provided, however, that failure to provide a Claim Notice shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Claim; provided, however, that failure to provide any such copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

(b) If a Claim is made against an indemnified party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with separate counsel selected by the Indemnifying Party and reasonably satisfactory to the indemnified party. Should the Indemnifying Party so elect to assume the defense of a Claim, the Indemnifying Party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the Claim involves potential conflicts of interest or substantially different defenses for the indemnified party and the Indemnifying Party. If the Indemnifying Party assumes such defense, the indemnified party shall have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the reasonable and documented fees and out-of-pocket expenses of counsel employed by the indemnified party for any period during which the Indemnifying Party has not assumed the defense thereof and as otherwise contemplated by the two immediately preceding sentences. If the Indemnifying Party chooses to defend any Claim, the indemnified party shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Claim, and the indemnified party shall use reasonable efforts to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided

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hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Claim without the Indemnifying Party's prior written consent. The Indemnifying Party may pay, settle or compromise a Claim without the written consent of the indemnified party, so long as such settlement (i) includes an unconditional release of the indemnified party from all liability in respect of such Claim, (ii) does not subject the indemnified party to any injunctive relief or other equitable remedy, and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any indemnified party.

SECTION 3.10 Rule 144; Regulation S. The Company will use its reasonable efforts to timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and to take such further action as the Shareholder may reasonably request, all to the extent required from time to time to enable the Shareholder to sell Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Regulation S under the Securities Act or (ii) any similar rule or regulation hereafter adopted by the SEC.

SECTION 3.11 Holdback. The Company and the Shareholder agree, in connection with any underwritten offering of equity securities of the Company, upon the written request of the managing underwriter(s) of such offering, not to effect (other than pursuant to such underwritten offering) any public sale or distribution of Shareholder Shares or other equity securities of the Company, including any sale or distribution pursuant to Rule 144 or Rule 144A under the Securities Act, or make any short sale of, loan, grant any option for the purchase of, or otherwise transfer, any Registrable Shares or other equity securities of the Company, in each case during the Holdback Period (and, if (A) during the last seventeen (17) days of the Holdback Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the expiration of the Holdback Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Holdback Period, until the expiration of the eighteen (18) day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event), without the prior written consent of the managing underwriter(s). The foregoing sentence shall not apply to the Company in connection with (a) any sale, distribution or transfer of equity securities pursuant to a Special Registration, (b) the issuance by the Company of equity securities upon the exercise of an option or warrant or the conversion of a security, (c) the grant or award of any equity securities pursuant to employee benefit or compensation plans of the Company or (d) any equity securities issued or granted pursuant to any nonemployee director benefit or compensation plan or dividend reinvestment plan or share purchase plan.

SECTION 3.12 Existing Registration Statements. Notwithstanding anything to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder to file or use reasonable efforts to file a Registration Statement or to have a Registration Statement become effective by designating, by notice to the Shareholder, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly; provided that such previously filed Registration Statement may be amended or, subject to applicable securities laws, supplemented to add the number of Registrable Shares, and, to the extent necessary, to identify selling securityholders thereunder. To the extent this Agreement refers to the filing or effectiveness of other Registration Statements by or at a specified time and the Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended.

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ARTICLE IV

MISCELLANEOUS

SECTION 4.1 Injunctive Relief. Each party hereto acknowledges that it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of this Agreement and that the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and, accordingly, agrees that the other parties shall, in addition to any other rights or remedies which they may have, be entitled to such equitable and injunctive relief as may be available from any court of competent jurisdiction to compel specific performance of, or restrain any party from violating, any of such provisions. In connection with any action or proceeding for injunctive relief, each party hereto hereby waives the claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have each provision of this Agreement specifically enforced against it, without the necessity of posting bond or other security against it, and consents to the entry of injunctive relief against it enjoining or restraining any breach or threatened breach of such provisions of this Agreement.

SECTION 4.2 Assignments. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the parties may directly or indirectly assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of the other parties. Any purported direct or indirect assignment in violation of this Section 4.2 shall be null and void ab initio.

SECTION 4.3 Amendments; Waiver. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by (i) the Company, where enforcement of the amendment, modification, discharge or waiver is sought against the Company; or (ii) the Shareholder, where enforcement of the amendment, modification, discharge or waiver is sought against the Shareholder. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by the Company or the Shareholder of a breach of or a default under any of the provisions of this Agreement or the failure to exercise or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

SECTION 4.4 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and shall be deemed given to a party when (i) delivered to the appropriate address by hand or by nationally recognized overnight courier service; (ii) sent by facsimile with confirmation of transmission by the transmitting equipment; or (iii) sent by electronic mail (with return receipt received), in each case, to the following addresses, electronic mail addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below, or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided below:

To the Company:

CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, Illinois 60015
Telephone: (847) 405-2400
Facsimile: (847) 405-2711
Email: dbarnard@cfindustries.com
Attention: Douglas C. Barnard

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With copies (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700
Facsimile: (312) 407-0411
Email: brian.duwe@skadden.com
richard.witzel@skadden.com
Attention: Brian W. Duwe
Richard C. Witzel, Jr.

To any the Shareholder:

OCI N.V.
Honthorststraat 19
1071 DC Amsterdam
The Netherlands
Attn: Erika Wakid
Facsimile: +31 20 723 4501
Email: Erika.Wakid@oci.nl

With copies (which shall not constitute notice) to:

Cleary Gottlieb Steen and Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attn: Robert P. Davis
Attn: Paul M. Tiger
Facsimile: (212) 225-3999
Email: rdavis@cgsh.com
Email: ptiger@cgsh.com

SECTION 4.5 Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each party hereto irrevocably agrees that the state and federal courts located in the state of New York are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Agreement ("Proceedings") shall therefore be brought exclusively in any state federal court located in the state of New York. Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, each party irrevocably (i) waives any objection to Proceedings in such courts on the grounds of venue or on the grounds of forum non conveniens and (ii) agrees that service of process upon such party in any such Proceeding shall be effective if notice is given in accordance with Section 4.4. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 4.6 Interpretation. The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event that an ambiguity or question of intent or interpretation

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arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the articles of association of the Company, the terms of this Agreement shall prevail.

SECTION 4.7 Entire Agreement; No Other Representations. This Agreement constitutes the entire agreement, and supersedes all prior agreements, understandings representations and warranties both written and oral, between the parties with respect to the subject matter hereof.

SECTION 4.8 No Third-Party Beneficiaries. Except as explicitly provided for in Section 3.8 and Section 3.9, this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

SECTION 4.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

SECTION 4.10 Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

SECTION 4.11 Further Assurances. Upon the terms and subject to the conditions set forth in this Agreement, from and after the Effective Date, the parties hereto shall each use reasonable efforts to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any governmental or regulatory authority or third party any and all necessary clearances, waivers, consents, authorizations, approvals, permits or orders required to be obtained in connection with the performance of this Agreement and the consummation of the transactions contemplated hereby; and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

[Signature Page to Registration Rights Agreement]
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		OCI N.V.
		Name:
		Title:

[Signature Page to Registration Rights Agreement]
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Exhibit E to Combination Agreement

REGISTRATION RIGHTS AGREEMENT
AMONG
CF B.V.
CAPRICORN CAPITAL B.V.
LEO CAPITAL B.V.
AND
AQUARIUS INVESTMENTS B.V.
DATED AS OF [ · ], 2016

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TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1
SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitional Provisions	5
ARTICLE II Representations and Warranties		6
SECTION 2.1	Representations and Warranties of the Company	6
SECTION 2.2	Representations and Warranties of the Shareholders	6
ARTICLE III REGISTRATION RIGHTS		7
SECTION 3.1	Demand Request	7
SECTION 3.2	Piggyback Registration	9
SECTION 3.3	Shelf Registration	10
SECTION 3.4	Termination of Registration Obligation	11
SECTION 3.5	Suspension	12
SECTION 3.6	Registration Procedures	12
SECTION 3.7	Registration Expenses	16
SECTION 3.8	Indemnification; Contribution	17
SECTION 3.9	Indemnification Procedures	19
SECTION 3.10	Rule 144; Regulation S	20
SECTION 3.11	Holdback	20
SECTION 3.12	Existing Registration Statements	20
ARTICLE IV MISCELLANEOUS		21
SECTION 4.1	Shareholder Actions	21
SECTION 4.2	Joint and Several Liability	21
SECTION 4.3	Injunctive Relief	21
SECTION 4.4	Assignments	21
SECTION 4.5	Amendments; Waiver	21
SECTION 4.6	Notices	21
SECTION 4.7	Governing Law; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury	23
SECTION 4.8	Interpretation	23
SECTION 4.9	Entire Agreement; No Other Representations	23
SECTION 4.10	No Third-Party Beneficiaries	23
SECTION 4.11	Severability	23
SECTION 4.12	Counterparts	23
SECTION 4.13	Further Assurances	23

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REGISTRATION RIGHTS AGREEMENT, dated as of [ · ], 2016 (this "Agreement"), among CF B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, which will convert into a public company with limited liability (naamloze vennootschap) in accordance with the provisions of the Combination Agreement (as defined herein) (the "Company"), Capricorn Capital B.V., a private limited liability company incorporated under the law of the Netherlands ("Capricorn"), Leo Capital B.V., a private limited liability company incorporated under the law of the Netherlands ("Leo"), and Aquarius Investments B.V., a private limited liability company incorporated under the law of the Netherlands ("Aquarius" and, together with Capricorn and Leo, the "Shareholders").

W I T N E S S E T H:

WHEREAS, CF Industries Holdings, Inc., a Delaware corporation ("Cambridge"), the Company, Finch Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of the Company ("MergerCo" and, together with Cambridge and the Company, the "Cambridge Parties"), and OCI N.V., a public company with limited liability (naamloze vennootschap) incorporated under the law of the Netherlands ("Oxford"), are parties to a Combination Agreement, dated as of August 6, 2015, as amended from time to time prior to the date hereof (the "Combination Agreement"), pursuant to which, among other things, (i) Oxford will convey to the Cambridge Parties, and the Cambridge Parties will acquire from Oxford, certain equity ownership interests in certain Persons owned, directly or indirectly, in their entirety by Oxford in exchange for consideration consisting, in whole or in part, of Ordinary Shares (as defined below) to be issued by the Company to Oxford and (ii) MergerCo will merge with and into Cambridge, with Cambridge becoming a wholly-owned, direct or indirect, subsidiary of the Company (the "Transaction"), upon the terms and conditions set forth in the Combination Agreement;

WHEREAS, pursuant to the Combination Agreement, the Shareholders will acquire Ordinary Shares; and

WHEREAS, in connection with the execution and delivery of the Combination Agreement and the consummation of the Transaction, the Company has agreed to grant the Shareholders certain registration rights as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1 Definitions. As used in this Agreement:

"Agreement" shall have the meaning set forth in the preamble to this Agreement.

"Aquarius" shall have the meaning set forth in the preamble to this Agreement.

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warrant, right, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or (A) having a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined and (B) that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act (as in effect on the date of this Agreement)). The terms "Beneficial Owner," "Beneficial Ownership" and "Beneficially Owned" shall have a correlative meaning.

"Business Day" shall mean a day other than a Saturday or Sunday or public holiday in New York, New York.

"Capricorn" shall have the meaning set forth in the preamble to this Agreement.

CF B.V.