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OCI spin-off to a holding company and a chemical company 

approved by the general meeting of shareholders

- The spin-off plan was passed with an attending shareholder approval rate of 80%

- A holding company, “OCI Holdings,” and a chemical company, “OCI,” will be listed with the change and relisted, respectively, in May

- Stable growth and enhanced shareholder value is sought with the transition to a holding company structure

 OCI (Chairman & Representative Director Woo-Sug Baik, Vice Chairman & Representative Director Woo Hyun Lee, President (CEO) and Representative Director Teak Joung Kim) announced that a corporate spin-off of OCI was passed at a general meeting of shareholders held at the OCI building in Sogong-dong, Jung-gu, Seoul on March 22. 

The general meeting of shareholders was attended by 57% of all voting shares, and the spin-off plan was passed by the attending shareholders with an approval rate of 80%. The approval of the spin-off requires the presence of at least one third of the total number of outstanding shares and the affirmative vote of two thirds of the shareholders present.

With the approval of spin-off, OCI will be spun off into a surviving holding company, “OCI Holdings, ” and a new chemical business corporation, “OCI.” The shareholders of OCI will receive new shares of the new corporation commensurate with their stakes in OCI Holdings and OCI. The spin-off ratio of OCI Holdings to OCI is 69% and 31%.

The spin-off date will be May 1, and after a trading halt period, the two entities will be listed with the change and relisted on the KOSPI market on May 29. After the spin-off, the surviving corporation, OCI Holdings, will be engaged in the solar PV business, such as polysilicon for solar PV and energy solutions and urban development projects, while the new corporation OCI will operate a high-tech chemical materials business including semiconductor and battery materials.

OCI Holdings will make the new company its subsidiary with a rights issue based on investment in kind and takeover, and become a holding company. 

OCI Vice Chairman Woo Hyun Lee said, “We appreciate the patronage and support of our shareholders shown in the course of the pin-off, and we will humbly accommodate the opinions of shareholders who cast dissenting votes and make up for shortcomings to offer greater value to all shareholders.”

He added, “We seek stable growth across the Group with the transition to a holding company structure, and we will strengthen specialization by business sector and enhance corporate and shareholder values with an optimized investment strategy.”

Enclosure 1. Overview of spin-off and transition to a holding company