OCP-GROUP

OCP S.A announced today that it has successfully priced a US $1 billion offering of aggregate principal amount.

This offering follows the Group’s inaugural global bond in April 2014.

OCP intends to use the proceeds for its industrial capital expenditure program, which aims to double its mining capacity and triple its fertilizer capacity by 2025, as well as for general corporate purposes. The joint book-running managers for the offering are Morgan Stanley and Barclays.

“We are pleased to have successfully priced this $1 billion bond offering, our second global debt offering. This underscores the position of OCP as a leading vertically integrated phosphate fertilizer company. It also highlights the great confidence of the global financial markets in our strategy, our demonstrated track record, and our ability to create value,” said Mostafa Terrab, Chairman and Chief Executive Officer of OCP.

The competitive pricing of this issue follows the announcement of the Group’s strong 2014 financial results and a successful roadshow in London, New York and Boston by senior management.

This transaction highlights the success of the Group's financing strategy, which in recent years has shifted from predominantly bank debt financing to international capital markets, which accounted for nearly half of the Group's gross debt at the end of 2014.

Bond debt in US dollars provides the Group with long tenor, non-amortizing and low cost debt to fund its industrial capex program.

About OCP:

OCP Group is the largest global producer of phosphate rock and phosphoric acid, and a leading global fertilizer player, backed by almost a century’s production history. The Group has exclusive access to Morocco's phosphate rock reserves, the largest global reserve base according to the USGS. The Group is a leading low-cost producer of phosphate rock, and it has become a leading player across the whole phosphate value chain. For more information visit: www.ocpgroup.ma .

This communication is not an offer of securities for sale in the United States or any other jurisdiction where to do so would be unlawful. The Company has not registered, and does not intend to register, any portion of the Notes in any of these jurisdictions and does not intend to conduct a public offering of securities in any of these jurisdictions. In particular, the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The Notes are only being offered and sold to qualified institutional buyers (QIBs) in the United States as defined in and pursuant to Rule 144A and outside the United States pursuant to Regulation S under the U.S. Securities Act. Prospective purchasers are hereby notified that the sellers or issuers of the Notes may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A of the Securities Act or another available exemption from registration. No public offering of the Notes will be made in the United States. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom; or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) to high net worth entities and other persons falling within Article 49(2)(a) to (d) of the Order; or (iv) persons to whom it may otherwise be lawfully communicated in accordance with the Order (all such persons in (i), (ii), (iii) and (iv) above together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. In member states of the European Economic Area, this announcement is directed only at persons who are "qualified investors" within the meaning of article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive"). This announcement is an advertisement and is not a prospectus for the purposes of applicable measures implementing the Prospectus Directive. In connection with the offer or sale of the securities referred to herein, certain of the managers may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that, which might otherwise prevail. Any stabilization action or over allotment will be conducted by such manager(s) in accordance with all applicable laws and rules.

Contact:

OCP Group
Ghita LARAKI, +212 522 924 183
Head of Investor Relations
G.laraki@ocpgroup.ma