Investor Presentation: Orascom Construction 16 … Investor...2 Disclaimer– Important Information...

Investor Presentation: Orascom Construction 16 February 2015

2

Disclaimer– Important Information

2

This document has been prepared by Orascom Construction Limited (the “Company”) and is the responsibility of the Company and comprises the written materials for a presentation concerning the Demerger and the proposed Admission of the Company's shares (the "Shares") to the Official List of Securities maintained by the Dubai Financial Services Authority (the "DFSA") and to trading on NASDAQ Dubai ("Admission"). This presentation and the information contained herein are strictly confidential and are being shown to you solely for your information. The information may not be reproduced, distributed to any other person or published, in whole or in part, for any purpose.

This document does not constitute or form part of any offer to sell or issue or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of OCI N.V. (the "Parent") or the Company, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. The information and opinions contained in this document are provided as at the date of the presentation and are subject to change. None of the Company, the Parent or the Sponsor undertake any obligation to provide the recipient with access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent. Any purchase of or subscription for ordinary shares in the Company in the public trading market after Admission should be made solely on the basis of the information contained in the final Prospectus issued by the Company in connection with the proposed Admission . Such Prospectus will include a description of risk factors in relation to an investment in the Company.

To the extent available, the industry, market and competitive position data contained in this presentation come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, EFG-Hermes UAE Limited (the "Sponsor"), the Parent and the Company or any of their respective directors, officers, employees, agents, affiliates or advisors have not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Parent’s and the Company’s own internal research and estimates based on the knowledge and experience of the Parent’s and the Company’s management in the markets in which it operates. While the Company and the Parent reasonably believe that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.

The information contained in this document has not been independently verified and does not purport to be comprehensive or to contain all the information that a prospective purchaser of securities of the Company may desire or require in deciding whether or not to offer to purchase such securities. The Company, Sponsor and their respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents do not accept any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, fullness, accuracy or completeness of the information in this presentation (or whether any information has been omitted from the presentation) or any other information relating to the Parent, the Company, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith.

This document has been prepared by the Company solely in connection with the Admission. Neither this document nor any part or copy of it may be taken or transmitted into the United States (US) or distributed, directly or indirectly, in the US, as that term is defined in the US Securities Act of 1933, as amended (the “US Securities Act”). Neither this document nor any part or copy of it may be taken or transmitted into Australia (other than to persons in Australia to whom an offer of securities may be made without a disclosure document in accordance with Chapter 6D of the Corporations Act 2001 (Cth)), Canada or Japan or to any resident of Japan, or distributed directly or indirectly in Australia (other than persons in Australia to whom an offer of securities may be made without a disclosure document in accordance with Chapter 6D of the Corporations Act 2001 (Cth)), Canada or Japan or to any resident of Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian or Japanese securities laws. This document does not constitute an offer of securities to the public in the United Arab Emirates, the Dubai International Financial Centre, Egypt, the United Kingdom, South Africa or in any other jurisdiction. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Persons into whose possession this document comes should observe all relevant restrictions. In the Republic of South Africa, this document is distributed for information purposes only on a confidential basis to a limited number of persons who are market professionals or institutional investors. The shares of the Company have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act or unless registered under the US Securities Act and in compliance with the relevant state securities laws. There will be no public offering of the shares in the United States.

This presentation is only directed at and being communicated to the limited number of invitees who: (A) if in the European Economic Area, are persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (which means EU Directive 2003/71/EC and any amendments thereto, including the amending directive, Directive 2010/73/EU to the extent implemented in the relevant member state and any relevant implementing measure in each relevant member state) (“Qualified Investors”); and (B) if in the United Kingdom are persons (i) having professional experience in matters relating to investments so as to qualify them as “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); and (ii) falling within Article 49(2)(a) to (d) of the Order; and/or (C) are other persons to whom it may otherwise lawfully be communicated under the laws and regulations of each applicable jurisdiction without giving rise to any approval, regulatory or filing requirement on the part of the Sponsor, the Company or the Parent (all such persons referred to in (A), (B) and (C) together being “Relevant Persons”). This document must not be acted or relied on by persons who are not Relevant Persons. Any investment activity to which this document relates is available only to Relevant Persons and may be engaged in only with Relevant Persons. Nothing in this presentation constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. If you have received this presentation and you are not a Relevant Person you must return it immediately to the Company.

Any purchase of shares in the public trading market after the proposed Admission should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Admission. No reliance may or should be placed by any other person for any purposes whatsoever. The information in this document and any other material discussed at the presentation is subject to change up until any the publication of the final Prospectus to be issued by the Company in connection with the Admission.

The information in this document may include forward-looking statements, which are based on current expectations and projections about future events. These forward-looking statements, as well as those included in any other material discussed at the presentation, are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to publicly update or revise any such forward-looking statement.

The Sponsor is acting for the Company and the Parent in connection with the Admission and no one else and will not be responsible to anyone other than the Company or the Parent for providing the protections afforded to their respective clients or for providing advice in relation to the Admission or any transaction or arrangement referred to in this presentation.

By attending the presentation to which this document relates and/or by accepting this document you will be taken to have represented, warranted and undertaken that: (i) you are a Relevant Person (as defined above); and (ii) you have read and agree to comply with the contents of this notice.

Orascom Construction Limited was incorporated on 18 January 2015 as a DIFC entity. The Company has not produced / prepared audited consolidated financial statements to date. The reviewed Combined Special Purpose Financial Statements for the period ending 30 September 2014, and the audited Combined Special Purpose Financial Statements for 31 December 2013 and 2012 resulted in net losses for the Group. For more explanation on the reasons of the losses, please refer to pages 46 and 47 of the presentation.

3

Transaction Structure Summary

Commentary

Demerger of Orascom Construction (OC) from OCI N.V.

USD 1.4 billion repayment of capital to OCI N.V. shareholders

OCI N.V. remains listed on Euronext Amsterdam and does not retain a shareholding in OC post demerger

Same shareholding for both companies at demerger record date OCI N.V.

Sawiris Family

Free Float

Fertilizers &

Chemicals

Orascom Construction

BESIX (50%) Contrack Weitz

Structural Overview

OCI N.V.

Sawiris Family

Free Float

Fertilizers &

Chemicals

OC (DIFC)

Sawiris Family

Free Float


BESIX (50%)

Contrack Weitz

46% 54%

46% 54% 46% 54%

¹ Dates are indicative and could be subject to change ² Also includes construction related and infrastructure investments ³Pre-Egyptian Capital increase; shareholding percentages are approximate

²

³

Dual Listing Structure for OC

Primary listing on NASDAQ Dubai where all OCI N.V. shareholders will receive shares in OC

Secondary listing of ordinary shares on the Egyptian Exchange (EGX)

Shares fungible between the two markets subject to respective procedures of relevant regulatory bodies

Egyptian Capital Raise

Up to 15% of share capital of Orascom Construction

Proceeds to be used for general corporate purposes including debt settlement

Key Milestone Dates¹

16 Feb: demerger press release issued

19-26 Feb: institutional bookbuilding process; pathfinder prospectus published on 19 Feb

1-4 Mar: retail subscription period

6 Mar: demerger record date

9 Mar: OC to trade on NASDAQ Dubai and OCI N.V. trades ex-OC

9-11 Mar: trading on the EGX commences

³

Demerger Highlights

The spin-off creates two separately-listed pure play companies offering distinct investment propositions:

– Orascom Construction: global engineering and construction group

– OCI N.V.: global producer of natural gas-based fertilizers and chemicals

Timing coincides with record 45% growth in backlog as at 30 September 2014 as compared to 31 December 2013

Streamline Shareholder Base

Focus

Growth Opportunities

Efficient Capital Structure

4

Attracts clear market valuations

Provides global emerging markets and regional investors with new exposure to MENA infrastructure and capital investment

Strong construction base in the US provides natural hedge and an opportunity to capture US infrastructure growth

Improved visibility allows for a better understanding of OC’s prospects and impact of sector-focused events on performance

Provides greater focus to manage own resources and pursue strategic options appropriate to OC’s markets

Actively participate in infrastructure spending growth across the Middle East and USA

Pursue value-accretive investments and partnerships in respective markets

OC to adopt its own capital structure, balance sheet and financing strategy which will more effectively meet its individual requirements

Improves lenders’ ability to evaluate the business, increasing balance sheet effectiveness

Investment Highlights

5

Global contractor with a major position in MENA and US infrastructure and industrial projects

– Record backlog of US$ 5.6 billion using equity consolidation and pro forma US$ 7.7 billion including our share in BESIX & other JVs as of 30 Sept 2014

– Track record of growth and shareholder value creation

– History of successfully entering new markets and incubating new businesses

Accelerating momentum in 2014 – backlog a key driver of growth

– Significant opportunities in our core markets Egypt (major projects), Saudi Arabia (social infrastructure) and USA

– Provides momentum for 2015-2016 revenue and margin growth

Infrastructure investments to provide attractive and stable cash flows

– Strong balance sheet allows us to effectively pursue value accretive equity investments

– New coal-fired power plant initiative with International Petroleum Investment Corporation (IPIC)

– Egypt’s first Public-Private Partnership (PPP) project (Orasqualia)

– US subsidiaries studying similar infrastructure opportunities in USA

Strategic shareholding of 50% in BESIX Group, providing consistent annual dividend

– Leading contractor with 55% of high-profile backlog located in MENA

– 2013 revenue of over €2 billion and net cash of €190 million¹

– Provides OC with exposure to specialty capabilities (e.g. high-rise and marine works) that provide access to projects like Burj Khalifa and Grand Egyptian Museum

¹ 9M 2014 backlog for BESIX and other JV’s sourced from OCI N.V. Trading Updates; BESIX figures are sourced from public BESIX filings and converted at the following rates: EUR:USD BS rate of 1.2957, 1.3190, 1.3761 for 2011, 2012, and 2013 respectively. EUR:USD IS rate of 1.4028, 1.3041, 1.3284 for 2011, 2012, and 2013 respectively.

1999 9M 2014

335

2,350 2,157

2009 2013 9M 2014

Putting the Track Record into Perspective

6

1950 2002 2004 2005 - 2008

2009 2011 2012 - 2014

OCI IPOs on EGX

OCI launches 50-05 Action Plan to achieve 50% of

revenue outside Egypt by 2005

OCI and BESIX management jointly acquire BESIX Group in

50/50 LBO

Achieves 50-05 Action Plan a year

early

Significant backlog growth with major awards in Algeria,

Egypt and UAE

Led initiative to develop Egypt’s

first private ammonia plant in 2006 and Africa’s largest fertilizer complex in 2007

Awarded Egypt’s first PPP project

(New Cairo Wastewater

Treatment Plant) in a JV with

Aqualia

Formed Orascom Saudi Ltd (60% owned JV with Saudi Binladin)

KSA backlog contribution grows from 0% in 2010 to

21% in 2014

Acquires Weitz in 2012 to establish strategic

foothold in USA

Began work on first world scale greenfield fertilizer plant in USA in 25 years & largest

new methanol plant in USA

JV with IPIC to develop coal-fired power plant

in Egypt

1985 1999

Contrack formed to pursue USAID and USACE work

in Egypt

Founded by Onsi Sawiris in Upper

Egypt – first project was the

refurbishment of a school wall

Strong Track Record of Growth and International Expansion

Revenue Growth (US$ Million) Well-balanced geographic backlog presence1

7.0x

2,131

Backlog Growth (US$ Million)

1,495

5,566 5.2x

3.7x

BESIX

& JV

s 1Backlog excludes BESIX and other joint ventures accounted for under the equity method beginning 1 January 2014

Egypt 26.5%

Saudi Arabia 20.7%

Algeria 3.7%

USA 43.1%

Rest of World 5.8%

As at 30 September 2014 7,697

1999

A Long and Successful Track Record of Growth and Geographic Expansion Both Organically and Through Acquisitions

ENR Ranking: 120 on Top 400 US Contractors list

Established in 1855 and is present in 12 US states

One of the oldest commercial contractors in the US

ENR Ranking: 69 on International Contractors list; 99 on Global Contractors list

Established in 1909 with 100+ years of infrastructure and high-end commercial experience in MENA and Europe

Strategic Geographic and Sector Diversification

United States 43% of Backlog

Egypt 27% of Backlog Saudi Arabia

21% of Backlog

7

Large geographic presence – each region with an established customer base

ENR Ranking: 67 on International Contractors list; 138 on Global Contractors list

Leading MENA industrial and infrastructure contractor

Established in 1950

ENR Ranking: 142 on Top 400 US Contractors list

Preferred US government contractor for the last 10 years

Established in 1985 and operates in MENA

1 Backlog contributions as at 30 September 2014 ² Engineering and News Record rankings published August 2014 based on 2013 revenues

8

Recent Developments

Infrastructure Investments

Announced on 5 Nov 2014 along with International Petroleum Investment Company (IPIC) the intention to jointly commence studies to develop, construct, and operate a 2,000-3,000 MW coal-fired power plant in Egypt

MoU signed on 12 November 2014 by the partners and the Egyptian government to formalize the parties’ cooperation

Orascom Construction and IPIC would aim to develop this project on a fast-track basis to help meet Egypt’s rising demand for electricity

This is a strategic step in further developing OC’s infrastructure focus in Egypt and other key regional markets

Such joint efforts with IPIC lay a solid foundation for collaboration on future projects

Additions to the backlog

During Q4 2014, Orascom Construction was awarded the following significant projects:

In December 2014, a consortium of General Electric and OC was awarded the construction of two power plants in Egypt as part of the country’s Emergency Power Generation Program

‒ Expected to be completed during Q2 and Q3 of 2015 to meet expected high demand for power during the summer months

‒ OC’s share of the contract value is approximately US$ 642 million

OC was awarded the construction of three tunnels estimated at EGP 12 billion as part of the New Suez Canal mega-project in Port Said, which will enlarge the canal’s transit capacity and increase industrial activity in the area1

Other OC awards total approximately US$ 330 million in USA and Egypt

Renewable Energy Program in Egypt

Shortlisted by the Ministry of Electricity as one of the qualified developers for a new solar and wind renewable energy program in Egypt

OC constructed the first solar power plant in the Middle East in Kuraymat, Egypt as an EPC contractor

9

Board of Directors

Non-Executive

Nassef Sawiris

Non-Executive Board Member


Chairman

Osama Bishai Salman Butt

Arif Naqvi

Founder & CEO Abraaj Group

CFO

OCI N.V. CEO of OCI N.V.


Khaled Bichara

Co-CEO - Accelero Capital

Chairman - Dada.it


Sami Haddad

Former CEO/Chairman

Byblos Bank

CEO

Executive Board Member

CEO


Non-Executive

Independent Non-Executive


Azmi Mikati

CEO

M1 Group

The Board of Directors will establish three committees: Audit Committee, Remuneration Committee and Nomination Committee All to be chaired by independent non-executive directors

Non-Executive

10

Strong leadership team led by skilled professionals who have a proven track record of growing the business historically, both organically and through acquisitions, led by our CEO

– Clear sense of long term focus and commitment to the business

– Unrivalled experience in the international construction industry that has been central to our growth and strong track record

The leadership team laid the foundation and roadmap for successful development of the Company with a vision of shaping the business for expansion and growth

Depth of knowledge and experience extends beyond senior management and deep into our organization, with a comprehensive structure of experienced managers and highly skilled workforce, which is at the forefront of the industry

Leonard Martling GM Weitz

Joined Group in 1985

Maged Abadir Operations Director

Orascom Joined Group in 1988

Wahid Hakki GM Contrack

• Joined Group in 1994

Senior Operational Management

Osama Bishai

CEO

Joined the Group in 1985

Played a key role in developing the business of the Group, particularly in the oil & gas sector and OCI N.V.’s infrastructure and industrial investments in Egypt, Algeria and USA

Dalia Khorshid EVP & Group Corporate

Treasurer/Finance Operations Joined Group in 2005

Mark Littel CFO

Joined Group in 2014

Management Team

Commercial Strategy

11

Strategic Market and Geographic Expansion Establish and Leverage Strategic Partnerships and Joint Ventures

Pursue Value Accretive Investment Opportunities Operational Excellence

Expand market presence in our core markets in MENA and USA

Further strengthen activities in our key sectors in Egypt, USA, Saudi Arabia, Algeria and Iraq

Continued commitment to pursue strategic market and geographic expansion

Simultaneously selectively pursue and grow business in new markets

Work in partnership with industry leaders to increase success rate in obtaining new project work

Historical relationships and strategic partnerships have enabled us to participate in some of MENA's largest construction projects and maintain a strong market position among local construction companies in North Africa

Key current partnerships such as Saudi Binladin Group, IPIC, Aqualia, GE and VINCI

Leverage our investment track record to identify and pursue new investment opportunities that provide stable cash flows, scalable platforms and potential further scope for growth (co-contractor and owner of Egypt’s first PPP project)

Expand participation in infrastructure investments both as standalone brands and in consortiums in all of our core markets, including PPP and DBFM projects (currently bidding for BOT/PPP projects)

This allows Orascom Construction to pursue larger industrial and infrastructure projects as well as lock in ongoing steady returns

Consider strategic tuck-in acquisitions that enhance our core competencies and add valuable human resources to our construction team (such as Weitz)

Key determining factors when contracting:

‒ Continued commitment to quality, safety, environment and ethical business practices

‒ Maintain a safe and healthy workplace for all employees by implementing the highest safety standards and training programs

Set global standards by putting our expertise and experience to work for our clients, our partners and our host communities, all while respecting local sensitivities

3.3

4.9

3.8 4.0

5.6

2.7 2.6

1.2

0.6

3.9

2011 2012 2013 9M 2013 9M 2014

Backlog New Awards

New Awards Accelerating and Record Level Backlog

12

Record levels of Quality Backlog Across Diversified Markets – representing 2.4 times our FY2013 Revenue

1Backlog excludes BESIX and other joint ventures accounted for under the equity method; backlog excludes intercompany work; geographic segmentation based on project location

Strong momentum led by $3.9 billion in new awards during 9M 2014 compared to $1.2 billion in FY 2013


78.8%

Contrack12.9%

Weitz8.3%

Public50.7%

Private22.6%

OCI N.V. F&C26.7%

Infrastructure53.8%

Industrial34.6%

Commercial11.6%

Egypt26.5%

Saudi Arabia20.7%

Algeria3.7%

USA43.1%

Rest of World5.8%

Backlog by Sector - 30 Sep 14 Backlog by Geography - 30 Sep 14 Backlog by Client- 30 Sep 14 Backlog by Brand - 30 Sep 14

Momentum accelerating since beginning of 2014

– 30 Sept 2014 backlog reached record level of $5.6bn, up 39% y-o-y

– US$ 3.9 bn new awards during 9M 2014, up 6x y-o-y

2011-2013 period was challenging, but measures are starting to pay off

– Economic downturn, combined with Arab Spring in our core markets

– Significant provisions taken in 2012 and 9M 2014

New projects awarded in Q4 2014 include two power plants in Egypt worth approximately US$ 642 billion

Significant potential pipeline of new awards 2015 - 2020

13

Backlog and expertise focused on high growth markets / segments in MENA and United States with promising bidding pipeline

Significant progress in core markets Egypt, Saudi Arabia and USA

– Egypt: US$ 450+ million of road and airport work; cemented position as a leader in the power sector with US$ 600+ million of new power projects

– Saudi Arabia: continued to build on proven track record with c. $500 million of additional infrastructure work awarded during the year

– USA: expanded footprint through the construction of one of the largest methanol plants in the US and an 89% increase in Weitz backlog y-o-y

2014 Key Turning Point Looking Ahead

Build on previous experience in infrastructure investments and concessions to provide steady investment income and cash flow

Strong and well-established sovereign and large private client base with repeat business

Growing track record in the US: through Weitz and Orascom E&C (first world scale greenfield fertilizer plant in USS in 25 years)

Significant local resources: a global work force of c.53,000; with a proven ability to mobilize these resources across regional markets

Benefitting from post-financial crisis and post-Arab Spring resurgence in core construction markets

Backlog as key driver of significant revenue growth:

– Typically provides on average 18 - 24 months of revenue visibility

– Further revenue growth as ongoing projects to continue filter into our accounts in 2015 - 2016

Proven ability to promptly respond and capitalize on new opportunities when they arise in existing as well new markets

MENA: Capitalize on Market Opportunities

14

Core OC Markets: Middle East & North Africa

Algeria:

Project pipeline 2015 – 2020E US$35 billion

Egypt:


Iraq:


United Arab Emirates:


Saudi Arabia:


Core markets: Egypt, Saudi Arabia, United Arab Emirates, Algeria and Iraq

US$ 1.4 trillion of planned projects through 2020, excluding oil & gas, announced in core MENA markets

Egypt is launching major projects (such as Suez Canal, power plants, roads)

Saudi Arabia is the largest construction market in the region and infrastructure spending continues

United Arab Emirates is the second largest market: driven by infrastructure spending and Dubai Expo 2020 – a key focus market for us

Summary Outlook

US$ 1.4 Trillion New Awards Expected in Core MENA Markets from 2015 – 2020 (US$ bn)

The Group is well positioned to Capitalize on Opportunities that MENA Markets Present to us

2009-2014 2015-2020

Iraq

Algeria

UAE

Saudi Arabia

Egypt

636

1,433

Source: MEED Insight and MEED Projects

USA: Growing US Business and Track Record

Established to Pursue US Government Work

Acquiring Strong Presence Within the US

Organically Strengthening USA Operations

Established in 1985 to work on US federal and USAID projects in Egypt and the Middle East

In 1991, Contrack was recognized as a Top 400 US Contractor by ENR

One of the top contractors for the US Army Core of Engineers

Strengthened US federal business following the acquisition of Watts (Weitz’s federal business) for Weitz

US general contractor based in Des Moines, Iowa with 160 years of experience in USA

Acquired In 2012 thereby allowing the Company to establish strong presence in the US

Amongst the largest contractors in the US and the oldest ranked on the ENR Top 400 list

Weitz is a pure play on US general construction and is already benefiting from the rebound in construction activity – revenue exceeding $1.5bn pre-financial crisis

Orascom E&C

Established Orascom E&C USA in 2013 to develop OCI N.V.’s fertilizer growth in the US, further strengthening the Company’s US foothold

Construction of the first world-scale fertilizer plant in the US over the last 25 years

Construction of a methanol plant at Beaumont, Texas for Natgasoline LLC

De-bottlenecking project at OCI Beaumont, TX

Expected to benefit from growing petrochemical and fertilizer sectors

15

United States: Construction Spending (US$ bn)

0.0

0.5

1.0

1.5

19

94

19

96

19

97

19

98

19

99

20

00

20

01

20

03

20

04

20

05

20

06

20

07

20

08

20

10

20

11

20

12

20

13

Total Non-Residential Residential Construction spending has returned to pre-economic crisis levels and is expected to return to near record levels by 2018 - construction sector expected to grow by 7.1%/ 6.6% in 2015 /2016

New awards opportunities are expected to exceed US$ 4.6 trillion through 2018

Non-residential market estimated to grow 5% p.a. 2015-2018, driven by educational, commercial and manufacturing projects

Significant infrastructure and industrial spending expected over the next 10 years

Power projects are expected to amount to US$ 455 billion through 2018

Industrial projects are expected to amount to US$ 244 billion through 2018

United States: Construction Spending (US$ bn)

Source: US Census Bureau and Bloomberg

64

122

2004 2013

877

2,314

2004 2013

1,364

2004 201316

The BESIX Group – 2004 v. 2013 (EUR Million)

# 69 2014 ENR International

contractors ranking

EUR 2.3 bn 2013 revenue

EUR 2.7 bn 2013 backlog

EUR 194 mn 2013 net cash

Founded in 1909

Acquired 50% of the BESIX Group in a joint leverage buyout in partnership with BESIX management in 2004

Significant value creation in the process, an investment that is considered strategic to the Group

Revenue EBITDA Backlog

2.6x 1.9x 2.0x

Key strategic player that allows OCI to access particular projects

Global Presence: operates in 6 continents with a key focus on Europe, Middle East, North Africa, Australia and select African markets

MENA experience: over 60 years of experience in the MENA region

‒ Operating major water, sewage and recycling concessions in Ajman, Al Wathba (Abu Dhabi) and Al Allahamah (Al Ain), UAE

‒ Facility management experience in UAE including Burj Khalifa (technical upkeep) and Dubai Mall

‒ OC/BESIX have complementary expertise that allows for joint cooperation on projects

Europe experience: Benelux’s largest contractor focused on high-end commercial and infrastructure projects

Concessions & Real Estate Portfolio: BESIX leverages its construction and property development expertise to invest in concessions

Annual divided: consistent annual dividend stream

Company Highlights

# 99 2014 ENR Global contractors

ranking

2,716

2013

Source: based on public information – BESIX 2013 Activity Report and company website

Burj Khalifa World’s tallest building

Tangiers Port, Morocco Africa’s largest port

Sheikh Zayed Bridge Abu Dhabi

Ferrari Park Experience Abu Dhabi

30% 2013 backlog in

UAE/Bahrain

20 Countries active in

Yas Island Development Abu Dhabi

King Abdullah Sports City Jeddah, Saudi Arabia

18,000 Employees worldwide

Sheikh Zayed Al Nahyan Mosque - Abu Dhabi

Strategic Investment in BESIX: 55% of Backlog in MENA

Pursuing Value Accretive Investments Construction business was integral to OCI’s value creation story:

– developed and incubated businesses both independently and with partners for nearly 20 years …

– … successfully translated into shareholder value creation

Key executives have been with the Company for 10+ years, guaranteeing OC’s continuity in its ability and intention to create new growth channels

1996 – 2007

History of Successfully Incubating New Businesses Across a Number of Industrial and Infrastructure Sectors

Cement Group

(1996 – 2007)

Sokhna Port

(1999 – 2007) 1.5 3.0 5.3 7.0 7.5

9.7

13.8

19.5

32.0

35.9

0.0

10.0

20.0

30.0

40.0

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

Cem

ent

Cap

acit

y (m

tpa)

Constructed Acquired

Fertilizer & Chemicals Group

(2005 – Present)

Started cement business with 1.5 mtpa green-field project in Egypt in 1996

Became top 10 global cement producer in 2007 with 44 mtpa capacity

Divested to Lafarge at an EV of US$ 15 billion

Distributed US$ 11 billion in dividends in 2008

Started construction of a new port near Suez Canal in 1999 and was main contractor since privatization

Only BOT privatized port in Middle East at the time – OCI held 45% stake

Sold stake to Dubai Ports World for US$ 372 million in 2007

Exit Multiple: 20.6x EV/EBITDA

IRR: 49% over 8.5 year investment period

Started construction of first fertilizer plant in 1998

Identified and invested in EBIC in 2005 (30% stake)

Constructed EFC, which was acquired in 2008

Sorfert Algérie in JV with Sonatrach built by OCI, commissioned end-2013

Started construction of Iowa Fertilizer Company (USA) in 2012

Started construction of Natgasoline (USA) in 2014

Cement Group: Capacity Build-Up

Fertilizer & Chemicals Group: Capacity Build-Up

17

Orasqualia

(2009 – Present)

First seed for company’s infrastructure investments

Constructed and operates New Cairo Wastewater treatment plant

Our participation as the developer of the project positioned us well to be awarded relevant portion of the EPC contract

Egypt’s first PPP concession in JV with Aqualia (20 years)

1.3 2.0

4.7 5.7 5.7

7.8 7.9

10.4

11.9

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

2008 2009 2010 2011 2012 2013 2014 2015 2016

Co

nst

ruct

ed

Fe

rtili

zer

Cap

acit

y (m

tpa)

Constructed Under Construction Acquired

Partnership with the Abu Dhabi-based IPIC to jointly develop a 2,000 – 3,000 Megawatt coal fired power plant initiative in Egypt

The MENA region is encouraging private investment in power & infrastructure as governments seek leaner balance sheets and stimulate private and foreign investment

Egypt’s power capacity needs expected to double to 60,000 MW over next 10 years at estimated investment cost of $35bn-$40bn – private sector involvement is key

Develop New Opportunities – Infrastructure Investments

Long-term investments with additional revenue and stable cash flows

Power Sector: OC-IPIC Partnership

OCI is bidding for other BOT/PPP projects – solid track record as co-contractor and owner of Egypt’s first PPP project

Investments to be funded through off-balance sheet project financing and OC’s equity to be disbursed throughout the life of construction from OC’s cash flow generation

OC would be the EPC contractor or part of an EPC consortium

Construction focus on upcoming infrastructure investments and PPP projects

Owner of Egypt’s first PPP project

OC and Aqualia (a leading wastewater management company based in Spain) established Orasqualia, Egypt's first public-private partnership, in 2009

The US$472m/EGP2.646bn project was initiated by the New Urban Communities Authority (NUCA) and was tendered by the Egyptian Ministry of Housing, Utilities and Urban Development in coordination with the Ministry of Finance as a 20 year PPP

Construction completed in 2013 and plant operations commenced in Q4 2013

18

Strategic Investments and Self-Generated Work

Developed, structured and financed over US$ 10 billion in corporate and project financing debt over the last decade

Leveraged our expertise to secure debt for complex industrial and infrastructure projects worldwide across several industries

Strong relationship with major regional and international banks

Comprehensive knowledge of debt raising, including different types of financing products with risk allocation regime

Streamlining internal off-shore cash pooling structure to increase efficiency of cash up-streaming among our subsidiaries and reduce cost of borrowing

19

Strong Financing Capabilities

Relationships with Lending Institutions

First PPP transaction in Egypt

Longest EGP funding structure for private sector without benchmarks for matching tenors

Deal closure in a record time of 7 months in Jan 2010

15 year tenor with 3% over Bid Corridor

Awarded PPP African Deal of the Year by Euromoney/Project Finance Magazine

Issued US$ 1.2 billion Midwest Disaster Area tax-exempt bond in May 2012

3x oversubscribed and rated BB- by both S&P and Fitch

Interest rate reduced by 10 basis points due to high demand

The largest non-investment grade transaction ever sold in the US tax-exempt market

Largest and first private sector non-recourse project finance facility done in Algeria involving local banks only

Largest nitrogen fertilizer complex in Africa

15 year tenor

Pricing: 5.95% & 1.95% post construction completion

USD 1.9bn refinancing in October 2011

Refinancing to help streamline construction and fertilizer groups

Included Egyptian, regional and international banks as well as the IFC

Covered subsidiaries in Europe and the Middle East

Precedent Transactions

EUR 1.1bn USD 1.9bn USD 1.2bn EGP 566m

Financial Section

1,482 1,144 1,172

756 965

329

313

1,178

869

1,192

2011 2012 2013 9M 2013 9M 2014

MENA USA

21

Significant Rebound in Revenue and Healthy Backlog Coverage

Total Revenue (US$ Million) Backlog / Revenue (US$ Million)

1.8x

3.3x

1.6x 1.9x 1.9x

2011 2012 2013 9M 2013 9M 2014

1,811

1,457

2,350

1,624

2,157

Increase in MENA contribution by 28% during 9M 2014 primarily due to growth in Egypt and Saudi Arabia

Several significant projects that were signed at end-2013 began contributing to revenue in 2014

Significant contributors include King Abdul Aziz Airport and National Guard’s military housing in Saudi Arabia and Cairo-Alex Freeway and Giza North Power Plant in Egypt

Revenues declined in 2012 due to a slowdown in Egypt related to political events and the winding down of large projects in Algeria

Development of Revenue in MENA Development of Revenue in USA

During 9M 2014, contribution from the USA increased by 37% primarily due to rapid execution of large projects

Significant contributors to revenue were Iowa Fertilizer Company (IFCo) by Orascom E&C as well as Trillium Woods Senior Living Centre and Wells Fargo campus by Weitz

Increase in 2013 revenue led by integration of Weitz and execution of IFCo

2011 and 2012 revenue categorized as part of USA includes Contrack projects ex. Qatar and Bahrain; reduction of work in Afghanistan after 2012 has been outweighed by increase in work in the Pacific Rim in 2013 and 2014

Note: geographic segmentation based on location of entity managing the contract; USA is comprised of Orascom E&C, Weitz and Contrack projects ex. Qatar and Bahrain

22

Deleveraging Strategy: Net Debt Down 58% From 31 Dec 2013 to 30 Sept 2014

Net Debt Overview

USD million 2011 2012 2013 9M 2014

Loans and borrowings 588.7 795.6 806.8 585.5

Less: cash 448.1 428.0 419.7 421.2

Net debt 140.6 367.6 387.1 164.3

Total equity 1,111.2 431.3 874.5 796.9

Net debt/equity 0.13 0.85 0.44 0.21

EBITDA 290.5 14.8 47.9 -151.5

Net Debt / EBITDA 0.48 nm nm nm

Adjusted net debt calculation


Less: cash 448.1 428.0 419.7 421.2

Of which:

Restricted Cash 29.4 37.8 37.6 35.1

Adjusted net debt 169.4 405.4 424.7 199.4

Commentary

OCI N.V. capitalized the Engineering & Construction Group via debt settlements of approximately US$150 million over the 9 months period to 30 September 2014, which was previously related to OCI S.A.E. group debt (including fertilizers)

Net debt decreased to US$164.3 million as of 30 September 2014 from US$387.1 million as of 31 December 2013

Gross debt was reduced by 27% from 31 Dec 2013 to 30 Sept 2014

Average cost of borrowing is 7-8%

Equity decreased from 31 December 2011 to 31 December 2012 primarily due to provisions for the tax dispute liability

589

796 807

586

448 428 420 421

141

368 387

164

2011 2012 2013 9M 2014

Loans & borrowings Cash Net debt

Deleveraging Strategy: Capitalisation and Indebtedness as of 31 Dec 2014

23

The demerger allows OC to pursue a capital structure appropriate for its own business strategy and capital needs

The Company continues to pursue its deleveraging strategy

The tables below set out the OC’s capitalisation and indebtedness as at 31 December 2014 – this information has not been audited, is based on management accounts and excludes proceeds from the Egyptian Offering

USD million As at 31 Dec 2014

CAPITALISATION

Guaranteed current debt 369.3

Secured current debt 35.9

Unguaranteed/unsecured current debt 25.4

Total current debt 430.6

Guaranteed non-current debt -

Secured non-current debt -

Unguaranteed/unsecured non-current debt 30.9

Total non-current debt 30.9

Share capital -

Legal reserves -

Other reserves -

Shareholder's equity1 785.0

Total debt and shareholder's equity 1,246.5

1Inclusive of minority share

USD million As at 31 Dec 2014

NET INDEBTEDNESS

A. Cash & Cash equivalents 379.0

A1. Net Egyptian Offer proceeds -

B. Trading securities 7.2

C. Liquidity (A+A1+B) 386.2

D. Current financial receivable -

E. Current bank debt 430.6

F. Current portion of non-current debt -

G. Other current financial debt 30.9

H. Current financial debt (E+F+G) 461.5

I. Net current financial indebtedness (H-C-D) 75.3

J. Non-current bank loans -

140

368 387

-245 -197 -129

2011 2012 2013

OC BESIX

3,321

4,869 3,840

5,566

2,327

2,027

1,869

2,131

2011 2012 2013 9M 2014

OC BESIX

24

Revenue & Backlog Key Highlights – BESIX Pro Forma Consolidation

Total Revenue (US$ Million)

Backlog, split (US$ Million)1

Backlog / Revenue (US$ Million)

Net Debt (US$ Million)

1,811 1,457

2,350

1,201 1,390

1,537

2011 2012 2013

OC BESIX

3,013 2,848

3,887

1.9x

2.4x

1.5x

2011 2012 2013

5,648

6,896

5,709

7,698

(104)

171 258

¹ 9M 2014 pro forma figures are comprised of BESIX backlog and new awards as well as other construction-related JV’s; annual figures accurately reflect BESIX disclosure figures on a proportionate and FX-translated basis; 9M 2014 backlog for BESIX and other JV’s sourced from OCI N.V. Trading Updates; BESIX figures are sourced from annual public BESIX filings and converted at the following rates: EUR:USD BS rate of 1.2957, 1.3190, 1.3761 for 2011, 2012, and 2013 respectively. EUR:USD IS rate of 1.4028, 1.3041, 1.3284 for 2011, 2012, and 2013 respectively

25

EBITDA Bridge Analysis

Commentary

Total provisions during the 9 months to 30 September 2014 amounted to US$149 million, of which US$98.5 million in SG&A expenses

The US$98.5 million in provisions in SG&A expenses included US$48.5 million in VAT owed to the company for work completed in Algeria and a one-off US$22.9 million provision related to a project in Algeria

In addition, some smaller valuation allowances totalling US$18.0 million were taken to cover risks related to accounts receivable as well as under billings and aged accounts receivable that are older than 360 days in other MENA markets

Excluding provisions, SG&A would have increased by US$25.9 million, or 28.4%, in line with the increase in revenue during the period.

USD million 2011 2012 2013 9M 2013 9M 2014

Net profit / (loss) 208.5 -600.7 -0.3 66.8 -79.5

Profit / (loss) attributable to:

Owners of the Company 199.9 -609.3 -14.7 56.3 -89.9

Non-controlling interests 8.6 8.6 14.4 10.5 10.4

Income tax -56.4 -555.8 -0.7 -10.7 288.7

Profit / (loss) before income tax 264.9 -44.9 0.4 77.5 -368.2

Income from associates (net of tax) 109.1 79.7 58.4 71.5 -174.9

Financing income & expenses

Finance income 10.2 29.3 81.9 52.9 26.0

Finance Cost -43.6 -75.2 -109.2 -64.9 -19.5

Net finance cost -33.4 -45.9 -27.3 -12.0 6.5

Depreciation & Amortization 101.3 93.5 78.6 56.7 48.3

EBITDA 290.5 14.8 47.9 74.7 -151.5

Margin 16.0% 1.0% 2.0% 4.6% -7.0%

Provisions & Other One-Off Items -30.0 -115.8 -46.9 0.0 -149.4

EBITDA pre-provisions 320.5 130.6 94.8 74.7 -2.1

Margin 17.7% 9.0% 4.0% 4.6% -0.1%

26

CAPEX and Investments

CAPEX (US$ Million)

Historical Capex Review

Capital expenditures include:

– Acquisition of property, plant and equipment related to projects under construction. For example; construction cranes, bulldozers, excavators, diggers, trucks, and other related construction equipment required by the Group’s projects

– Acquisitions of companies

Majority of project related CAPEX is financed through advance payments and cash flow

In 2012:

– Orascom Construction acquired indirectly all the membership units of The Weitz Company, LLC. for a net consideration of USD 27.4 million, which includes an amount of goodwill of USD 8.5 million

– Due to expansion into Saudi (a new core market for us); USD46 million was spent during the year

43

97

53 54

2011 2012 2013 2014

Appendix

Longstanding Position as Global Contractor of Choice

28

Track Record and Competitive Strengths

Tradition: construction has been the core business since inception in 1950

– Orascom Construction is now a leading global company employing c 53,000 people, with over 60 years of experience in MENA markets and 160 years in the United States through Weitz and Contrack

Wide variety of core competencies: execution of large and complex infrastructure, industrial and commercial projects

Track record with global presence: proven track record in over 20 countries across infrastructure, industrial and commercial sectors, with strong focus on high growth markets and significant local resources – ranked 67th on ENR’s 2014 International Contractors rankings, the highest MENA construction company

Experienced management team: key executives have been with the Company 10+ years and have a proven track record of growing the business both organically and through acquisitions

Strong and well-established client base: comprising sovereign and blue chip clients with longstanding relationships

Backlog: record level of quality backlog and strong balance sheet, now scaled to embark on next phase of growth and margin expansion

– 39% increase y-o-y in backlog to US$ 5.6 bn

– Strong momentum in 2014 with additional US$ 3.9 bn in new awards during 9M 2014, up 6x y-o-y

High corporate governance standard: culture of strict corporate governance as part of a publicly traded company since 1999 enhanced by experience as part of a Dutch company listed on Euronext Amsterdam for 2 years

Entrepreneurial Track Record

29

Shareholder return: IRR of c.40% on US$ basis for OCI S.A.E. / OCI N.V. since 1999 IPO

– Shareholder return driven by strong longstanding leadership along with investment vision of principal shareholders

Focus on infrastructure investments to provide steady cash flow and support long-term growth

Awarded first PPP concession in Egypt in 2009 – co-contractor and co-operator of Orasqualia

History of successfully entering new markets:

– Expanding outside Egypt since early 1990’s; operating in four countries as at IPO and in more than 20 countries today

– Backlog outside Egypt now accounts for 73% of total as at 30 September 2014

– Successful acquisitions: BESIX in 2004 and Weitz in the United States in 2012

History of successfully incubating new businesses including:

– Cement: developed a top 10 global cement producer primarily through greenfield projects in over 10 countries until divestment in December 2007

– Ports: held a strategic stake in a key port in Egypt on a Build-Own-Operate (BOT) basis, which was divested in 2007

– Fertilizer & Chemicals: built three of OCI N.V.’s operating plants in Egypt and Algeria, and in the construction phase for two production complexes in the United States, which will help transform the business of OCI N.V. to a top three global fertilizer producer

Creating Shareholder Value

Appendix Wide Range of Core Construction Competencies

31

Global Contractor of Choice – Infrastructure (53.8% of Backlog)

Infrastructure

Power Generation Water / Wastewater Transportation Social & Federal

Infrastructure

Leader in energy projects in Egypt and Algeria

Construction of more than 15,000 MW of power generation capacity across the Middle East

EPC contractor on Kuraymat, the Middle East’s first solar power plant

Alliance with water, desalination and wastewater process providers

Co-constructed and co-operates the first wastewater treatment plant under Egypt’s PPP program

Projects include the Six of October Wastewater Treatment plant (100,000 cubic meters of capacity) and the Hamma water desalination plant in Algeria (OC-BESIX JV)

Over 15 airports constructed in the Middle East

Own a modern fleet of road specialty equipment

Over 1,020 kilometres of rail projects in the Middle East, through 15 railway projects in the last 15 years

Constructed El Ferdan Bridge, world’s the largest swing bridge

Own railway specialty equipment

BESIX is a leading marine / port contractor - built Africa’s largest port

Top contractor for the United States Army Corps of Engineers and other military and naval branches through Contrack

Contrack is specialized in US Government funded defense projects in the Middle East and Central Asia

Watts Constructors is specialised in in US Government funded defense projects in the US and its territories (Pacific Rim)

El Ferdan Double Swing Rail Bridge Hamma Desalination Plant Kuraymat Solar Power Field

Submarine Drive-In Magnetic Silencing Facility, Beckoning Point, Pearl Harbor, Hawaii

http://oci-staging.kentonfrank.com/oci-ecg/construction-core-competencies/el-ferdan/?preview=1&draft=1&language=en

http://oci-staging.kentonfrank.com/oci-ecg/construction-core-competencies/hamma-desalination/?preview=1&draft=1&language=en

http://oci-staging.kentonfrank.com/oci-ecg/construction-core-competencies/kuraymat/?preview=1&draft=1&language=en

32

Global Contractor of Choice – Industrial (34.6% of Backlog)

Industrial

Petrochemicals / Oil & Gas Manufacturing & Pharmaceuticals Heavy Industrials

Over 12 million metric tons per annum of nitrogen fertilizer capacity completed in Egypt, Algeria, and under construction the United States

Seven petrochemicals projects (excluding fertilizers) in the Middle East

Strategic alliance with major EPC companies in the field including KBR and Uhde

Repeat business / direct negotiation

AstraZeneca's first pharmaceutical plant in the region

Leading contractor for Procter & Gamble in Egypt and Nigeria

Leading steel plant contractor in Egypt

Weitz has constructed more than 50 projects for Cargill Inc.

Over 40 million metric tons per annum of cement production capacity around the world

Key regional partner for leading cement technology providers including FL Smidth and Polysius

Damietta LNG Pot Sygentia Seeds Processing Unit Egyptian Cement Company

http://oci-staging.kentonfrank.com/oci-ecg/construction-core-competencies/damietta-lng/?preview=1&draft=1&language=en

http://oci-staging.kentonfrank.com/oci-ecg/construction-core-competencies/syngenta-seeds/

33

Global Contractor of Choice – Commercial (11.6% of Backlog)

Commercial

Hotels & Resorts High-Rise Leisure / Commercial Residential

Leading contractor for hotels in Egypt

Construction of several luxury beach resorts and communities on the North Coast and Red Sea

Clients include Emaar Misr, Palm Hills, Fairmont, Marriott

World’s tallest building: Burj Khalifa

Nile City Complex in Egypt

Largest archaeological museum in the world: Grand Egyptian Museum

Egypt’s largest leisure and retail centres: Mall of Egypt and Cairo Festival City

Repeat work with Al Futtaim

Leading contractor for residential communities and housing developments in Egypt

Weitz is a leading retirement community contractor in the United States

Mall of Egypt Nile City Complex JW Marriott, Mirage Le Meriden/New Hyatt, Cairo

34

Client: New Urban Communities authority ( NUCA)

Contract Structure: EPC Joint Venture Member

Technology provider: Aqualia

Duration: 2 years construction + 18 O& M

Capacity: 250,000 m³/ day

Summary: The New Cairo Wastewater Plant’s execution is on a Design, Build, Finance, and Operate basis (DBFO) with the renewal and transfer of the ownership back to NUCA at the expiry date or early termination date; the new domestic wastewater treatment plant has a capacity of 250,000 m³/day to treat domestic wastewater within New Cairo through a Private Public Partnership. The project duration is 2 years for construction and 18 years for operation and management

Developer: Orasqualia for the development of wastewater treatment plant S.A.E; a company formed 50%/50% between Orascom Construction Industries and Aqualia (Spain) part of the FCC group

Case Study: Construction of the First PPP Project in Egypt

PPP Wastewater Treatment Plant – Egypt

35

Case Study: Iowa Fertilizer Company (Industrial)

Nitrogen fertilizer & industrial chemical complex currently under construction – first greenfield plant to be built in USA in 25 years

Expected to produce up to approximately 2 million metric tons of nitrogen fertilizers (ammonia, granular urea, and UAN) and diesel exhaust fluid

Broke ground on 19 November 2012 and scheduled to begin production in Q4 2015

Plant Overview

Construction Progress on

Schedule

OCI Engineering & Construction is EPC contractor, using KBR ammonia and Stamicarbon urea technologies, and Tecnimont and Uhde as main engineering and procurement subcontractors

Currently 1,900 construction workers on-site; overall mechanical completion and operations on schedule with the engineering, procurement and construction of the project

Construction

36

Case Study: Cairo Festival City (Commercial)

Project Overview

Description

Constructed one of Cairo’s largest retail centers comprising 400 shopping units

Located in the Cairo suburb of New Cairo.

Contract size: over $ 340 million

OCI’s share: 35%

Awarded the main contractor role for this project in 2009

The retail center contains a covered shopping area with more than 400 shopping units including hypermarkets and cinemas, integrated with an outdoor retail village

Includes a 3 basement level car parking

Appendix Construction Materials & Property Management

38

Construction Materials and Property Management

Founded in 1995, manufactures fabricated steel products primarily for energy, petroleum, industrial and construction clients

Operates two plants in Egypt, supplying clients primarily in North Africa, the Middle East and Europe

Established in 2000, manufactures and installs glass, aluminium and architectural metal works

Provides services in landmark projects across its core markets, often in conjunction with Orascom Construction and BESIX

Operates a plant in Egypt with a total production capacity of 250k square meters, supplying products to clients primarily in Egypt and North Africa

Egypt’s premier facility and property management services provider

Main clients are large-scale financial and commercial business complexes in Egypt housing the headquarters of regional offices of more than 70 local and international companies

Owner, developer, operator and utility facilitator of an 8.75 million square meter industrial park located in Ain Sokhna, Egypt

Develops industrial land and provides utility services for light, medium and heavy industrial users in Ain Sokhna, Egypt

Established in 1997, UPC owns DryMix, Egypt’s largest manufacturer of cement based ready mixed mortars in powdered form used by the construction industry

Capable of producing 240k metric tons of productand and supplies products to clients in Egypt and North Africa

Holds 50% stakes in BASF Construction Chemicals Egypt, Egyptian Gypsum Company and A-Build Egypt, forming a group of companies that manufacture diversified building materials, construction chemicals and specializing contracting services

Subsidiaries operate from 4 plants in Egypt and 1 in Algeria, supplying products to clients primarily in Egypt and North Africa

Manufactures precast/pre-stressed concrete cylinder pipes and pre-stressed concrete primarily

The two plants are located in Egypt –supply Egypt and North Africa, with annual production capacity of 86 km of concrete piping

Manufactures up to 70k kilolitres of decorative paints and industrial coatings primarily for the construction industry

Founded in 1981 and operates two plants in Egypt, supply products to clients in Egypt and North Africa

100%

50%

United Paints & Chemicals 56.5%

14.7%

60.5%

100%

56.5%

National Pipe Company

40%

Appendix Additional Backlog Information

76% 57% 54% 51%

22%

18% 22% 23%

1%

25% 25% 27%

0%

20%

40%

60%

80%

100%

2011 2012 2013 9M 2014

OCI N.V. F&C Private Public

40

Evolution of Backlog Backlog by Sector Backlog by Client

Backlog by Brand Backlog by Geography

Dominance of higher-margin infrastructure and industrial work Healthy balance of sovereign and private clients

Increasing diversification across brands Rapid expansion into Saudi Arabia and USA

78% 57% 56% 54%

8%

28% 30% 35%

14% 15% 15% 12%

0%

20%

40%

60%

80%

100%

2011 2012 2013 9M 2014

Commercial Industrial Infrastructure

53%

32% 31% 27%

19%

12% 21% 21%

7%

1% 2%

4%

0%

34%

37% 43%

20% 19% 8% 6%

0%

20%

40%

60%

80%

100%

2011 2012 2013 9M 2014

Rest of World USA Algeria Saudi Arabia Egypt

80% 78% 83% 79%

20% 16% 9% 13%

6% 8% 8%

0%

20%

40%

60%

80%

100%

2011 2012 2013 9M 2014

Weitz Contrack OC

___________________________________

Note: Backlog charts exclude BESIX and other joint ventures accounted for under the equity method; backlog excludes intercompany work; geographic segmentation based on project location

41

Top 20 Projects in the Backlog – 30 September 2014

Top 20 Largest Projects Represented 64% of the Total Backlog as of 30 Sept 2014

Value: USD 3,613.0 million % of total backlog: 64% Average % completion: 16%

By Geography By Sector By Client

Egypt 19.8%

Saudi Arabia 29.5%

Algeria 4.5%

USA 42.7%

Rest of World 3.4%

Infrastructure 46.7%

Industrial 49.1%

Commercial 4.2%

Public 43.8%

Private 16.3%

OCI N.V. F&C 40.0%

Note: geographic segmentation based on location of entity managing the contract; USA is comprised of Orascom E&C, Weitz and Contrack projects ex. Qatar and Bahrain; RoW should be grouped with USA

Top 20 projects portray key revenue drivers for OC

Infrastructure and industrial work constitutes 96% of the top 20 projects

Geographic segmentation mirrors that of the consolidated backlog picture with a slightly higher concentration in MENA

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

2011 2012 2013 9M 2013 9M 2014

USD

bill

ion

Backlog New Awards

42

Pro Forma Snapshot Including BESIX

USD million 2011 2012 2013 9M 2013 9M 2014 %

OC ex. BESIX

Backlog 3,321.3 4,869.3 3,839.9 4,015.6 5,566.2 39%

New awards 2,659.7 2,618.9 1,233.3 646.2 3,869.6 499%

Proforma incl. BESIX

Backlog 5,648.4 6,895.9 5,708.7 6,032.1 7,697.5 28%

New Awards 4,193.7 3,670.7 2,533.2 1,631.8 5,301.4 225%

Proforma Backlog Including 50% of BESIX1

Proforma Revenue and EBITDA – assumes 50% consolidation of BESIX

Revenue – USD billion Adjusted EBITDA – USD million Standalone – EUR billion

2.3

3.1

2.4

3.1

3.6

3.1

2.7

2007 2008 2009 2010 2011 2012 2013

Evolution of BESIX Backlog

3.0 2.8

3.9

2011 2012 2013

BESIX OCI

*9M pro forma figures are comprised of BESIX backlog and new awards as well as other construction-related JV’s; Annual figures accurately reflect BESIX disclosure figures on a proportionate and FX-translated basis

¹ 9M 2014 backlog for BESIX and other JV’s sourced from OCI N.V. Trading Updates; BESIX figures are sourced from public BESIX filings and converted at the following rates: EUR:USD BS rate of 1.2957, 1.3190, 1.3761 for 2011, 2012, and 2013 respectively. EUR:USD IS rate of 1.4028, 1.3041, 1.3284 for 2011, 2012, and 2013 respectively; Adjusted EBITDA represents OC EBITDA pre-provisions and one-offs plus BESIX EBITDA

414

186

134

2011 2012 2013

BESIX OCI

Appendix Additional Financial Information

44

Key Revenue Drivers

Existing Backlog

New Awards & Bidding Pipeline

Record backlog levels as at September 2014

– Provides revenue visibility for 18-24 months

– Since September 2014 we have received additional new awards on a direct order basis totalling US$ 642 million in Egypt, amongst other awards totalling c. US$1.0 billion for the Group (excl. BESIX)

Strong momentum of new awards stemming from significant pipeline of projects in our core markets

– The group actively bids for new projects in key markets such as Egypt, Saudi Arabia, US

– Our varied skill-set has allowed us to establish a significant track record of proven industrial and infrastructure experience, which gives us a competitive advantage vis-à-vis our competitors in bidding for new projects

– We have established an extensive and stable network of clients in our markets, which include sovereign or sovereign-backed entities and large private sector clients. The quality of our work has enabled us to maintain, on the whole, strong and long-standing relationships with several repeat clients

– The strength of our balance sheet, including available direct and contingent facilities, provides us with the capacity to bid for and execute large scale projects which by nature require adequate contractor balance sheet capitalization

Stable and Recurring

Cash Flows

We aim to grow our recurring revenue streams by investing in value-accretive infrastructure related projects

– We are growing our sources of stable long-term cash flows through value accretive concessionary contracts

– We command a disciplined approach in evaluating potential investments / acquisitions, evident by our strong track record of high level of investment returns

– Our participation as the developer of these projects positions us well to be awarded the relevant portion of the EPC contract

Geographic Footprint

We have entered into several new markets over the past 3 years, including US, Saudi Arabia, and Iraq, which we consider today core to our operations and where we expect to continue to pursue growth initiatives

– Strong anchor in the US industrials market due to recent first mover advantage into the market underscores our growth initiatives

45

Profitability Drivers

Cost Base and FX Movements

We are able to minimize our operating and overhead costs due to our presence in low-labour cost markets

Our backlog is a natural hedge against currency exposure with a significant portion in US$/US$ pegged currencies, driving revenues and improved profitability

– Our backlog and financials are reported in US$, while exposed to a wide range of currencies including EGP, EUR, DZD, and JPY

– We are mostly currency neutral, particularly in the US which mitigates against any currency risk

Exogenous Factors

Historically, our business faced extraordinary factors that negatively impacted our profitability

– One-off factors, such as events related to the Arab Spring or political uncertainty in Afghanistan, may affect our operations and profitability

Our COGS may include provisions/one-off items related to on expected future losses regarding certain projects

– As part of our regular review of expected future profits and losses on certain projects, our COGS may include provisions for future losses expected to be incurred on certain projects

Profitability Profile of Our Core Markets

Our consolidated margins are a function of the profitability profile of the main contributing markets in which we operate

– Generally, developed markets (e.g. US) yield lower margins vis-à-vis emerging markets (e.g. MENA)

– Cost reimbursable contracts in the US, with predictable profitability

46

Income Statement USD million 2011 2012 2013 9M 2013 9M 2014

Revenue 1,811.3 1,457.3 2,349.7 1,624.3 2,157.4

% growth -19.5% 61.2% 32.8%

Construction cost and cost of sales -1,512.1 -1,373.6 -2,257.4 -1529.4 -2138.4

Gross profit 299.2 83.7 92.3 94.9 19.0

Margin 16.5% 5.7% 3.9% 5.8% 1.6%

Other income 33.0 15.3 22.1 20 12.6

Selling, general and administrative expenses -139.3 -151.1 -139.3 -94.6 -226.8

of which provisions -30.0 -88.0 -7.7 0 -98.5

Other expenses -3.7 -26.6 -5.8 -2.3 -4.6

Results from operating activities 189.2 -78.7 -30.7 18.0 -199.8

EBITDA 290.5 14.8 47.9 74.7 -151.5

Margin 16.0% 1.0% 2.0% 4.6% -7.0%

EBITDA pre-provisions 320.5 130.6 94.8 74.7 -2.1

Margin 17.7% 9.0% 4.0% 4.60% -0.1%

Financing income & expenses Finance income 10.2 29.3 81.9 52.9 26.0

Finance Cost -43.6 -75.2 -109.2 -64.9 -19.5

Net finance cost -33.4 -45.9 -27.3 -12.0 6.5

Income from associates (net of tax) 109.1 79.7 58.4 71.5 -174.9


Income tax -56.4 -555.8 -0.7 -10.7 288.7

Net profit / (loss) 208.5 -600.7 -0.3 66.8 -79.5

Profit / (loss) attributable to: Owners of the Company 199.9 -609.3 -14.7 56.3 -89.9


Net profit / (loss) 208.5 -600.7 -0.3 66.8 -79.5

Commentary

Gross profit decreased during 9M 2014 due to:

– New projects typically require the Company to take on mobilization, labour, and administrative costs at the onset of project execution

– Cost of construction includes a US$12.8 million impairment related to lost equipment in Iraq following evacuation of our construction workers from the Baiji power plant site

2013 gross margin decreased primarily due to:

– This decrease was primarily attributable to the full integration of lower margin United States-based work from Weitz

– Inflationary pressures in Egypt and reduction of operations in Egypt of about 60 days due to curfews imposed across the country during the summer months

2012 gross margins decreased due to:

– Higher costs in Egypt due to revolution-related inflation, in particular labour costs and an increase in construction costs

– Lower margin projects in Egypt in 2011 during the revolution. These projects were mostly completed by end-2013

47

Other P&L Line Items USD million 2011 2012 2013 9M 2013 9M 2014

Financing income & expenses

Finance income 10.2 29.3 81.9 52.9 26.0

Finance Cost -43.6 -75.2 -109.2 -64.9 -19.5

Net finance cost -33.4 -45.9 -27.3 -12.0 6.5

Associates 109.1 79.7 58.4 71.5 -174.9


Income tax -56.4 -555.8 -0.7 -10.7 288.7

Net profit / (loss) 208.5 -600.7 -0.3 66.8 -79.5

Profit / (loss) attributable to:

Owners of the Company 199.9 -609.3 -14.7 56.3 -89.9


Net profit / (loss) 208.5 -600.7 -0.3 66.8 -79.5

Commentary

One-off items

– Following the Company’s exoneration of any tax evasion by the Independent Appeals Committee in 2014, several provisions for this liability have been reversed during the 9M 2014 period. The tax dispute liability has been allocated to Orascom Construction on a 50% basis, including tax amounts of US$360 million already paid in 2012

– The total impact of the tax liability amounts to c.US$525 million cost in 2012 and US$335 million profit during 9M 2014

– Finance Income in 2013 included a foreign exchange gain on the tax settlement with the Egyptian Tax Authority

– Finance Cost in 2013 and 9M 2014 included a non-cash interest charge related to the tax dispute liability and a subsequent reversal respectively

– Associate income in 9M 2014 includes US$188 million loss for the termination of the Sidra Medical Centre project in Qatar

Finance income

– Finance Income decreased during 9M 2014 primarily due to lower FX gains related to the Egyptian Grand Museum project

Associate income

– OC has investments in a number of complementary construction and materials businesses, including a 50% shareholding in BESIX, Orasqualia (a waste water treatment plant concession) and investments in manufacturers of fabricated steel products, glass curtain walling, paints and concrete pipes as well as investments in property management companies

– Associate income decreased by US$18.8 million, or 24.4%, in 2013, primarily due to lower contributions from BESIX

Income tax

– The Group’s blended tax rate is determined by revenues in the different jurisdictions, mainly Egypt, Saudi Arabia and the US. During 2014, the corporate income tax rate in Egypt increased from 25% to 30%

– Taxes in 2012 and 9M 2014 included a tax provision for the tax dispute liability and a subsequent reversal respectively

Minority interest:

– In 2013 and 9M 2013 mainly comprised of 60%/40% Orascom Saudi JV with Saudi Binladin Group and 56.5% UHC JV

– UHC contribution significantly larger than that of the other entries in 2011 and 2012

48

Balance Sheet - Assets

Commentary

USD million 2011 2012 2013 30-Sep-14

Assets

Non-current assets

Property and equipment 379.8 331.4 269.4 239.2

Goodwill and other intangible assets - 9.8 13.2 13.1

Trade and other receivables 4.1 130.5 368.9 49.7

Associates 408.3 437.0 494.8 377.6

Deferred tax assets 1.8 4.2 7.7 7.5

Total non-current assets 794.0 912.9 1,154.0 687.1

Current assets

Inventories 156.3 142.1 181.5 167.3

Trade and other receivables 939.4 812.7 950.7 821.6

Contracts receivables 286.6 406.6 375.4 586.5

Cash and cash equivalents 448.1 428.0 419.7 421.2

Total current assets 1,830.4 1,789.4 1,927.3 1,996.6

Total assets 2,624.4 2,702.3 3,081.3 2,683.7

1. Goodwill relates to the acquisition of the Weitz Group in 2012

2. Trade and other receivables:

– In 2013 the increase in trade and other receivables is related to longer payment cycles in Egypt following the revolution, and to under billings in Saudi Arabia amongst others

– During the nine month period ended 30 September 2014, OCI settled the majority of its intercompany balances between the Engineering & Construction and Fertilizer & Chemical groups in order to prepare the demerger of the Construction business, resulting in a decrease of non-current trade and other receivables (from US$441.1 million to US$27.8 million as at September 2014)

3. Associates decreased from 31 December 2013 to 30 September 2014 due to provisions related to the Sidra Medical Centre Project in Qatar

– As of Sept. 2014, investment in associates represents US$321million for BESIX, and US$55.8 million for all of the Group’s remaining equity accounted investees

4. The increase in Contracts Receivables represents construction contracts in progress, primarily related MENA region projects

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2

4

3

2

1

2

3

4

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Balance Sheet – Liabilities & Shareholders’ Equity

Commentary

The increase in income taxes payable in 2012 is related to the Egyptian Tax Authority's tax dispute with OCI S.A.E. As a result of the favourable ruling in the tax appeal case, the Company has reversed liabilities (income taxes payable) in Q3 2014

During the 9-month period to 30 September 2014 accrued expenses included in trade and other payables increased as a result of prolonged payment terms relating to payables for our US operations

USD million 2011 2012 2013 30-Sep-14

Net investment Owner’s net investment 1,058.7 380.1 815.6 726.1

Non-controlling interest 52.5 51.2 58.9 70.8

Total net investment 1,111.2 431.3 874.5 796.9

Liabilities

Non-current liabilities

Loans and borrowing - 38.8 56.1 36.3

Trade and other payables 5.1 23.8 24.2 30.6

Provisions 44.9 1.2 - -

Deferred tax liabilities 0.7 1.9 4.3 4.3

Income tax payable - 257.4 207.4 -

Total non-current liabilities 50.7 323.1 292.0 71.2

Current liabilities


Trade and other payables 577.5 734.3 653.9 988.4

Billing in excess of construction contracts 198.3 113.7 300.7 166.1

Provisions 82.1 51.4 73.1 104.1

Income tax payables 15.9 291.7 136.4 7.8

Total current liabilities 1,462.5 1,947.9 1,914.8 1,815.6

Total liabilities 1,513.2 2,271.0 2,206.8 1,886.8

Total net investment and liabilities 2,624.4 2,702.3 3,081.3 2,683.7

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Appendix Board of Directors and Management Bios

Board of Directors

Chief Executive Officer of OCI N.V.

Joined the Orascom Group in 1992 and became the Chief Executive Officer of OCI N.V.’s predecessor, Orascom Construction Industries (OCI S.A.E.), in 1998

Appointed Chairman of OCI S.A.E. in 2009

Mr. Sawiris is also a board member of Lafarge S.A.

Holds a BA in Economics from the University of Chicago, USA

Nassef Sawiris Chairman

Arif Naqvi

Founder and Group Chief Executive of The Abraaj Group which he established in 2002

With over 25 years’ experience of investing in public and private companies, Mr. Naqvi has led the Group’s involvement in some of the most notable private equity transactions in growth markets over the last decade

Mr. Naqvi has been the recipient of numerous awards, including the Oslo Business for Peace Award, and the Sitara-i-Imtiaz, a prominent civilian honor awarded by the Government of Pakistan

Mr. Naqvi is a graduate of the London School of Economics and Political Science

Salman Butt

Chief Financial Officer of OCI N.V. Mr. Butt joined OCI S.A.E. as CFO in 2005

An international banker with over 20 years of banking experience

Previously the head of Investment Banking for the Samba Financial Group in Saudi Arabia from 2003-2005

For 18 years prior to this, he worked with Citibank in Pakistan, Hong Kong, the United Kingdom, Egypt and Saudi Arabia

Mr. Butt holds a Masters degree in Business Administration from the University of Texas at Austin, USA, and a Bachelor of Science degree in Industrial Engineering from the Middle East Technical University, Ankara, Turkey

Executive Directors

Joined OCI in 1985 and held the position of Managing Director of the Construction Business since 1998

Played a key role in developing the business of the Group, particularly in the oil & gas sector, and OCI N.V.’s infrastructure and industrial investments in Egypt, Algeria and USA

Holds a Bachelor of Science degree in Structural Engineering from Cairo University and a Construction Management Diploma from the American University in Cairo

Osama Bishai CEO

Non-Executive Directors

51

Board of Directors

Mr. Haddad has decades of experience in both the private and public sectors, specifically in finance, politics and academia

Most recently he was also General Manager of Byblos Bank from 2008 to 2014

Previously at the International Finance Corporation, part of the World Bank Group for more than 20 years in a variety of positions including Director of the Middle East and North Africa based in Cairo

In 2005 he became Minister of Economy and Trade in Lebanon, a position which he held for three years

Mr. Haddad holds an MA in Economics from the American University in Beirut and pursued his postgraduate studies at the University of Wisconsin-Madison

Sami Haddad

Khaled Bichara

Chairman of Dada.it, and co-CEO of Accelero Capital

Prior to joining Accelero Capital, Mr. Bichara was CEO of Orascom Telecom Media and Technology (OTMT), Group President and COO of VimpelCom Ltd. as well as Group Executive Chairman of Orascom Telecom Holding

Played a pivotal role in the 6.6 billion merger of VimpelCom with Wind Telecom S.p.A, to create the world’s sixth telecommunications carrier

Mr. Bichara holds a Bachelor of Science degree from the American University of Cairo, Egypt

Azmi Mikati

CEO of M1 Group Ltd., a diversified investments holding company spanning telecommunications, real estate, aviation, finance, retail and consumer goods

Mr. Mikati was the CEO of Investcom LLC (formerly Investcom Holding Sa) where he was responsible for the global strategy and implementation

He is also a Director of M1 Group Ltd. and a Non-Executive Director of MTN Group Ltd

Prior to this role he served as Director of T-One Corporation (International Carrier) and was also a board member of FTML (France Telecom subsidiary and the previous operator of one of two mobile networks in Lebanon)

Mr. Mikati holds a Bachelor of Science degree from Columbia University, United States

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Independent Non-Executive Directors

Senior Management

Mark Littel

CFO

Joined OCI N.V. in 2014 and brings extensive financial and audit experience and leadership

Previously at KPMG which he joined in 1985 and became a partner at in 2000. Audited and advised global clients at corporate and divisional levels and advised in the development and implementation of internal controls for international clients

Member of the Royal Dutch Institute of Chartered Accountants

Dalia Khorshid

Corporate Treasurer

Joined OCI in 2005 and has since headed the Company’s corporate treasury team

Responsible for all fundraising, liquidity and cash management, trade/contingent facilities management, Group Treasury control and administration, in-house bank management and interest rate and foreign exchange exposure management

Prior to joining OCI, was with Citibank for 8 years, where she most recently held the position of Vice President

She began her banking career with Commercial International Bank. Ms. Khorshid holds a Bachelor of Arts degree in Business Administration from the American University in Cairo

Wahid Hakki

GM Contrack

Joined Contrack in 1994 and has been responsible for overseeing operations at the company’s US headquarters in Virginia

Previously a Project Manager for Sigal Construction Corp, as a Project Engineer and QC Manager with Pegel Arabia in Damman, Saudi Arabia, and as a site manager with OCC Weavers in Jeddah, Saudi Arabia

Received his Bachelor of Science degree in Civil Engineering from Ohio University in 1981 and a Masters degree in Structural Engineering from Penn State University in 1982

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Leonard Martling

GM Weitz

Has been at Weitz for more than 30 years, holding a variety of positions within the operations segment

Served as president of the Nebraska Business Unit, president of the Florida Business Unit, as well as Chief Operating Officer

Appointed General Manager in 2012

A graduate of Kent State University with a Bachelor of Arts in Economics

Maged Abadir

Operations Director Orascom

Joined OCI in 1988 and currently serves as the Executive Director for Heavy Civil, Infrastructure and Roads.

Has led the development of OCI’s road-construction business in Egypt since 2005.

Holds a Bachelor of Science degree in Civil Engineering from Cairo University and a Master of Science degree in Civil Engineering from Pennsylvania State University

Appendix Health, Safety and Environment

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Continued Excellence in Health, Safety, Environment & Quality

LTIR Average 2011 2012 2013

Orascom Construction 0.014 0.016 0.014

Contrack 0.025 0.081 0.032

Weitz 0.100 0.200 0.300

Average 0.046 0.099 0.115

Project Name Location Client Million Manhours Without LTIs


El Merk Project, Lot 1 and 7 Algeria Petrofac UAE International Limited 9.0

King Abdel Aziz Saudi Arabia Saudi Binladin Group 7.0

Baiji Power Plant Iraq The Iraqi Ministry of Electricity 4.0

Marassi Project, PKG 13 Egypt Turner International Middle East 3.6

Credit Agricole Egypt Head Office Egypt Credit Agricole Bank 3.0

Terga Power Station Combined Cycle Algeria The Algerian Ministry of Electricity 2.5

Contrack

SIDRA Medical Center Qatar Qatar Foundation 10.0

Al Reem Island Roads and Utilities Infrastructure

Package 1 UAE Sorouh 9.6

Navy Milcon (all phases) Bahrain US Army Corps of Engineers 6.0

Waterfront Phases I and II Bahrain US Army Corps of Engineers 4.0

Peace Vector Village Egypt US Army Corps of Engineers 1.0

Low Lost Time Injury Rates (LTIR) compared to global average

Quality and safety audits are conducted often, at all sites, and for all activities

Weitz was awarded the following in 2013 in recognition of its safety performance:

OSHA CHASE Partnership Blue Level - Associated General Contractors

Award of Honor with Distinction - National Safety Council

Multiple Weitz locations have also worked over 1 million man-hours without a lost time accident

Location Million man-hours without LTIs

Florida 2.6

Phoenix 2.4

Iowa 1.3

Denver 1.0

For our commitment to health and safety, and for no ‘lost time injuries’, we have received safety awards and recognition letters from several international partners and clients, including the US Army Corps of Engineers, Kellogg Brown & Root, and ThyssenKrupp Uhde. These awards include:

Low Lost Time Injury Rates

Proven HSE Record

Appendix Industry Overview

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Market Size – Total Historical Value of Contracts Awarded in MENA

Market Size – Value of Core Markets Contracts Awarded (US$ bn)(1) The Company’s core markets in MENA have historically exhibited strong construction levels with the value of contracts awarded averaging c. US$105 bn, led by the heavy investments in Saudi Arabia and the UAE

These markets, possessing undeveloped infrastructure and housing supply shortages, have high population growth rates which is increasing demand for utilities and social infrastructure, thus providing a platform for the historical level of contracts awarded to grow

96.6 93.5 107.3 129.8 101.5 130.1 74.0

9.2 9.7 12.4 11.7 8.7 2.7 5.6

23.6

40.1

51.2 65.0

45.0 63.6

27.6

55.7

37.3

34.8

22.6

27.5

40.2

33.8

5.4 3.0

3.8 5.3

9.1

13.1

4.9

2.7 3.4

5.2

25.3

11.1

10.5

2.1

2008 2009 2010 2011 2012 2013 2014

Egypt Saudi Arabia UAE Algeria Iraq

Source: MEED Insight and MEED Projects Note (1): Core markets include Egypt, Saudi Arabia, UAE, Algeria, and Iraq

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Growth Opportunities in Orascom Construction’s Core Markets

Overview

OC’s principal construction markets in the MENA region are supported primarily by strong underlying demographic, macroeconomic and infrastructure related trends

Core markets in the MENA region: Egypt, Saudi Arabia, UAE, Algeria and Iraq

Collective GDP of core market MENA countries expected to reach US$ 3.0 trillion by 2019 from US$ 2.2 trillion in 2013 (IMF)

2015 growth in core market MENA countries of 5.4% is led by Saudi Arabia (3.5%), UAE (5.7%), Algeria (4.7%) and Egypt (3.5%)

Growth is driven by public spending on industrial, infrastructure and commercial projects to support growing populations and reduce essential infrastructure deficits, as well as a resurgence in private sector spending

Growth in construction activity in the sector is underpinned by solid fundamentals

– high population growth and increasing government spending: (9% growth by 2020, and a median age of 27.3)

– Infrastructure development in underserved markets: primarily Egypt and Algeria and Iraq (Egypt ranks 100 , Algeria 106 of 144 in infrastructure quality as per Global Competitiveness Report)

– Large spending programs for major global events (e.g. Dubai Expo 2020), and projects in Mecca and Medina to accommodate growing pilgrimage visitors

Planned pipeline 2015 – 2020E currently estimated at US$ 1.4 trillion

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636.2

1,433.3

Awards 2009-2014 Awards 2015E-2020E

11% 47% 32%

2% 7%

Egypt Saudi Arabia UAE Algeria Iraq

5% 47% 2% 24% 19%

3%

Chemical Construction IndustrialPower Transport Water

41% 2% 8% 2% 47%

Design FEED Main Contract Bid Main Contract PQ Study

Source: MEED Insight and MEED Projects; IMF

North Africa

GCC & Levant

United States

Egypt’s infrastructure announcements focus on power and transport development at an investment cost of approximately US$27 billion and US$39 billion, respectively

There has been a substantial push towards a PPP approach for projects in Egypt, allowing the government to proceed with development plans and minimise project and performance risks

Noteworthy are $40 bn low-cost housing project as well as US$8.5bn Suez Canal expansion in Egypt

Algeria, historically a large market for the Group having completed nearly 40 project (since 2011)

Five year public infrastructure development plan of US$262 billion

Massive infrastructure pipeline in the region including 60,000MW power expansion in Saudi Arabia, $20 billion transportation projects in UAE

The UAE has announced US$464 billion in projects through 2020 including high value developments such as Dubailand, Saadiyat Island and Capital District. Social and commercial construction projects comprise the largest share of the project pipeline for the UAE, the bulk of which is concentrated in Dubai

Despite the on-going instability in Iraq, announced projects through 2020 exceed US$100 billion. This value already excludes nearly US$51 billion worth of projects that were announced but have been put on-hold

Total construction spending has returned to pre-economic crisis levels, and is expected to return to near record levels by 2018

The total non-residential market including federal infrastructure spending is estimated to grow approximately 5 per cent. each year through 2018 totalling nearly US$2.7 trillion, mainly driven by educational, commercial and manufacturing projects.

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Egypt has a pipeline of US$157 billion worth of construction

projects through 2020

In Algeria, power projects

comprise a critical component of

the US$35 billion project

pipeline through 2020(1)

With US$674 billion in projects

planned through 2020, Saudi Arabia has the largest pipeline of

planned infrastructure and industrial projects in the MENA

region

United States construction

spending outlook is expected to

reach nearly US$4.6 trillion through 2018, supported by

lower energy prices, generally low overall inflation, steady GDP

growth

Growth Opportunities in Orascom Construction’s Core Markets (Cont’d)

Source: MEED Insight and MEED Projects Note (1): Excluding Oil & Gas

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