ORASCOM CONSTRUCTION INDUSTRIES SAE 
By INVITATION TO THE EXTRAORDINARY & ORDINARY GENERAL MEETINGS OF SHAREHOLDERS SCHEDULED FOR WEDNESDAY 19 JUNE 2013, AT 8:00 AM & 09:00 AM RESPECTIVELY AT THE NILE CITY SOUTH TOWER, CAIRO, EGYPT
INDEX:
i. Agenda of Resolutions to be Voted on at the 2013 Extraordinary General Meeting..………….....….....2 ii. Admission to the Extraordinary General Meeting and voting procedure……….……….….…….……...4 iii. Agenda of Resolutions to be Voted on at the 2013 Ordinary General Meeting..….…..………....…........5
iv. Admission to the Ordinary General Meeting and voting procedure..……….……….….…………..……7
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I. AGENDA OF RESOLUTIONS TO BE VOTED ON AT THE EXTRAORDINARY GENERAL MEETING:
Resolution 1
To approve the establishment of OCI N.V. as an indirect subsidiary of Orascom Construction Industries S.A.E. (OCI S.A.E.) and the subsequent increase in OCI N.V.'s share capital through the Exchange Offer resulting in the repositioning of OCI N.V. as the parent company of OCI S.A.E., and the approval of all financial implications on the financial statements of OCI S.A.E. in light of the mandatory tender offer (MTO).
Description
On 21 February, 2013, OCI N.V. closed the Exchange Offer to acquire all of OCI S.A.E.'s Regulation S Global Depository Receipts (GDRs) in exchange for OCI N.V. shares with a total of 156,722,280 GDRs (being 99% of OCI S.A.E.'s GDRs and representing 75% of total shares outstanding) accepting the offer to exchange their GDRs for OCI N.V. shares. Accordingly, OCI N.V. owns 75% of OCI S.A.E.
In accordance with Part XII of the Capital Market Law No. 95 of 1992, OCI N.V. will launch an MTO to acquire the remaining OCI S.A.E. outstanding shares, with the following to be explained to shareholders at the Extraordinary General Meeting:
1. Financial details of the Share Exchange Offer and the Cash Alternative offered to shareholders of OCI S.A.E.:
a. Cash Alternative: the tender offer (TO) price was revised to EGP 255 per share to reflect OCI S.A.E.'s planned payment of EGP 7.1 billion in installments through 2017 to the Egyptian Tax Authority (ETA) as settlement of a dispute regarding tax claims for the years 2007 to 2010.
b. Share Exchange Offer: the exchange offer allows holders to swap each OCI S.A.E. and share for one ordinary share in OCI N.V. on a one-to-one ratio.
2. The impact of the Offer on the following:
a. The rights of minority shareholders who wish to continue to hold ordinary shares of OCI S.A.E. listed on the EGX, and the issued share capital structure of OCI N.V. and OCI S.A.E. upon completion of the Offer:
Shareholders who choose to continue to hold ordinary shares of OCI S.A.E. listed on the EGX shall continue to enjoy the full economic rights of their shares as protected under the Equalization Agreement entered into between OCI N.V. and OCI S.A.E.
Upon completion of the transaction, the capital structure of OCI S.A.E. and OCI N.V. will be as follows:
i. OCI N.V.'s issued share capital upon completion of the transaction:
OCI N.V.'s issued share capital will total up to EUR 208,938,419 to be paid in full distributed as
208,938,419 shares at a par value of EUR 1 per share.
ii. OCI S.A.E.'s issued share capital upon completion of the transaction:
OCI S.A.E.'s issued share capital will continue to stand at EGP 1,095,692,044 paid in full distributed as 208,938,419 shares at a par value of EGP 5 per share. Upon completion of the
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transaction, OCI S.A.E.'s ownership will change to be majority-owned by OCI N.V., with the percentage of minority shareholders dependent upon the number of shares which accept the GDR Exchange Offer, Share Exchange Offer or Cash Alternative.
b. OCI S.A.E.'s ability to generate future revenues:
OCI S.A.E. will continue to generate consolidated revenues from its core markets of Egypt and Algeria and there will be no change to its business activities prior to the transaction. Shareholders who choose to continue to hold ordinary shares of OCI S.A.E. listed on the EGX shall continue to enjoy the full economic rights of their shares in OCI N.V.'s consolidated financials as protected under the Equalization Agreement entered into between OCI N.V. and OCI S.A.E.
c. The ownership structure of OCI S.A.E.'s subsidiaries, indicating ownership and control before
and after the completion of the Offer:
As a result of the transaction, OCI N.V. will assume full control of several of OCI S.A.E.'s
subsidiaries.
d. The relationship between OCI S.A.E. and OCI N.V. before and after the completion of the Offer, and whether a change in control of subsidiaries will take place upon completion of the Offer:
As a result of the capital increase in OCI N.V. through the GDR Exchange Offer, which represents 75% of the total shares outstanding in OCI S.A.E., OCI S.A.E.'s ownership in OCI N.V. has decreased to become 0.03%. Accordingly, OCI N.V. has become the majority shareholder in OCI S.A.E.
e. OCI S.A.E.'s position with regard to its commitments towards sovereign entities and creditors
upon completion of the Offer.
For more information on the transaction, please refer to the OCI N.V. Offering Circular, the OCI N.V. GDR Offer Document and the OCI N.V. Supplement to Offering Circular located at www.ocinv.nl
Resolution 2
To approve in principle OCI N.V.'s MTO, and to mandate OCI S.A.E.'s Board of Directors to appoint an
independent financial advisor to assess the revised MTO price.
Description
The Board of Directors will appoint an independent financial advisor to produce a valuation report for the
MTO assessing the offer price, which shall be presented to minority shareholders.
Resolution 3
To approve the continuation of OCI S.A.E.'s depository receipts programs and to mandate OCI S.A.E.'s Board of Directors to take the necessary steps to retire the GDR program in the event of it no longer meeting minimum liquidity requirements.
Description
Upon completion of the transaction, OCI S.A.E. depository receipts programs will continue to trade on the London Stock Exchange and the United States' over-the-counter markets. The Board of Directors will take the necessary steps to retire the program in the event that it suffers a significant reduction in liquidity and number of GDR shareholders.
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II. ADMISSION TO THE EXTRAORDINARY GENERAL MEETING AND VOTING PROCEDURE
i. Each shareholder has the right to attend the General Meeting in person or by delegation. No shareholder other than a board member may delegate any board member to attend the meeting. The delegation is acceptable only if it is in writing, and the representative is a shareholder. No shareholder may delegate representation in the General Meeting for votes exceeding 10% of the total nominal shares of the capital of the Company and no more than 20% of the shares represented at the meeting.
ii. Shareholders wishing to attend the Annual General Meeting are required to show that a statement of account issued by one of the authorized banks or one of the custodian banks has been deposited at the head office of the Company at least three working days prior to the date of convening the General Meeting, along with a certificate indicating that the shares reflected in the statement of account are frozen.
iii. Shareholders may inspect the information and documents relating to items (1), (2), and (3) on the
Ordinary General Meeting agenda at Company's head office Legal Department at the following address:
NILE CITY SOUTH TOWER, 19TH FLOOR
2005 A CORNICHE EL NIL CAIRO, EGYPT 11221
iv. Questions should be submitted in writing at the head office of the Company or sent by registered mail or delivered by hand against receipt at least three full days prior to the meeting.
v. The Extraordinary General Meeting may only deal with items on the agenda.
vi. For Holders of Global Depository Receipts ("GDRs"):
Any holder of GDRs wishing to attend the meeting in person must contact the Depositary Bank of New York
Mellon:
Attention Of: Tony Tooma
Vice President
Tel: (+1 212) 815-2136
Address: Bank of New York Mellon
101 Barclay Street
NY-NY 10286
GDR holders can vote by the Voting Instruction Card provided by the Depositary Bank of New York Mellon. Voting instructions will be distributed by Bank of New York Mellon directly and indirectly through relevant channels.
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III. AGENDA OF RESOLUTIONS TO BE VOTED ON AT THE ORDINARY GENERAL MEETING:
Resolution 1
To approve the terms of the investment agreement entered into by the Sawiris family and Abraaj Capital as related parties to participate in a dedicated capital increase of OCI N.V. by providing reserve funding of the Cash Alternative to OCI N.V.'s tender offer for Orascom Construction Industries' (OCI S.A.E.) ordinary shares.
Description:
OCI N.V has entered into an agreement with the Sawiris family and Abraaj Capital wherein they will participate in a dedicated capital increase of OCI N.V. to provide any necessary funding for the Cash Alternative of EGP 255 offered to holders of OCI S.A.E.'s ordinary shares.
OCI S.A.E. is not party to the investment contract and its conclusion does not entail any obligations towards
OCI S.A.E. or its shareholders.
Resolution 2
To approve the equalization agreement entered into between OCI N.V. and Orascom Construction Industries
S.A.E. (OCI S.A.E.).
Description:
OCI N.V. and OCI S.A.E. have entered into an equalisation agreement. The purpose of this agreement is to ensure that the remaining shares in OCI S.A.E. post conclusion of the transaction will continue to receive their full economic rights by remaining economically equivalent to OCI N.V. shares.
Accordingly, OCI N.V. and OCI S.A.E. shareholders will receive the same dividend on their outstanding shares, with the exception of any historical dividend payments already paid out to OCI S.A.E. shareholders.
The equalisation agreement does not entail any obligations towards OCI S.A.E. or its shareholders. The equalisation agreement is not considered an Interparty Agreement which must be approved by the
General Assembly in accordance with Article no. 99 of Law no. 159 for the year 1981 and its executive
regulations. Nonetheless, OCI S.A.E.'s Board of Directors has decided to present the equalisation agreement
to shareholders for approval to provide shareholders with the utmost transparency and to comply with Article no. 63 of Law no. 59 for the year 1981.
Resolution 3
To adopt the settlement process with the Egyptian Tax Authority (ETA) wherein OCI S.A.E. will pay a final amount of EGP 7.1 billion to settle a dispute regarding tax claims for the years 2007 to 2010.
Description:
The settlement amount of EGP 7.1 billion will be paid to the ETA in installments to settle a dispute regarding tax claims for the years 2007 to 2010, and includes the settlement of a tax claim related to the sale of Orascom Building Materials Holding (OBMH). OBMH was an OCI S.A.E.-owned holding company for our cement assets that was listed on the Egyptian Stock Exchange (EGX) and was sold to Lafarge SA, with the transaction concluding through the EGX in 2008.
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OCI S.A.E. paid an initial installment of EGP 2.5 billion in May 2013. The remaining installments are split as EGP 900 million in December 2013, six equal instalments of EGP 450 million and two final instalments of EGP 500 million in 2017.
OCI S.A.E.'s legal, financial, and tax positions upon settlement will also be explained to shareholders during the meeting.
Resolution 4
To approve an intercompany loan between OCI S.A.E. and OCI N.V. of EGP 2.5 billion to pay the initial installment to the ETA.
Description
OCI N.V. will loan OCI S.A.E. EGP 2.5 billion to pay the initial installment to the ETA through intercompany loans to be coordinated and channelled into the country through the Central Bank of Egypt.
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IV. ADMISSION TO THE ORDINARY GENERAL MEETING AND VOTING PROCEDURE
i. Each shareholder has the right to attend the General Meeting in person or by delegation. No shareholder other than a board member may delegate any board member to attend the meeting. The delegation is acceptable only if it is in writing, and the representative is a shareholder. No shareholder may delegate representation in the General Meeting for votes exceeding 10% of the total nominal shares of the capital of the Company and no more than 20% of the shares represented at the meeting.
ii. Shareholders wishing to attend the Ordinary General Meeting are required to show that a statement of account issued by one of the authorized banks or one of the custodian banks has been deposited at the head office of the Company at least three working days prior to the date of convening the General Meeting, along with a certificate indicating that the shares reflected in the statement of account are frozen.
iii. Shareholders may inspect the information and documents relating to items (1), (2), and (3) on the
Ordinary General Meeting agenda at Company's head office Legal Department at the following address:
NILE CITY SOUTH TOWER, 19TH FLOOR
2005 A CORNICHE EL NIL CAIRO, EGYPT 11221
iv. In order for inquiries from shareholders to be addressed in the General Meeting, such inquiries must be submitted in written form and sent to the Company's head office at least three working days prior to the General Meeting via registered mail or by physical delivery.
v. The Annual General Meeting may only deal with items on the agenda.
vi. For Holders of Global Depository Receipts ("GDRs"):
Any holder of GDRs wishing to attend the meeting in person must contact the Depositary Bank of New York
Mellon:
Attention Of: Tony Tooma
Vice President
Tel: (+1 212) 815-2136
Address: Bank of New York Mellon
101 Barclay Street
NY-NY 10286
GDR holders can vote by the Voting Instruction Card provided by the Depositary Bank of
New York Mellon. Voting instructions will be distributed by Bank of New York Mellon directly and indirectly through relevant channels.
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DF KING CONTACT INFORMATION
John Bibas
Managing Director
Email: jbibas@dfking.com
Caroline Hall
Director
Email: chall@dfking.com
Tel: +44 (0)20 7920 9718/9710
OCI CONTACT INFORMATION
Investor Relations Department:
investor.relations@orascomci.com
Hassan Badrawi
Director
Omar Darwazah
Email: omar.darwazah@orascomci.com
Erika Wakid
Email: erika.wakid@orascomci.com
General Counsel:
Hussein Marei
Email: hussein.marei@orascomci.com
Tel: +202 2461 1039/1036/0727
Fax: +202 2461 9409
For additional information on OCI: www.orascomci.com
Orascom Construction Industries (OCI) Nile City Towers - South Tower
2005A Corniche El Nil, Cairo, Egypt
OCI stock symbols: OCIC.CA / ORCI EY / OCICqL / ORSD / ORSCY
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