Orascom Construction SAE : OCI AGM Proxy 23 July 2014

INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED FOR WEDNESDAY 23 JULY 2014, AT 9 AM AT THE NILE CITY SOUTH TOWER, CAIRO, EGYPT

INDEX:

1. Agenda of Resolutions to be Voted on at the 2014Annual Generai Meeting.....................................2 u. Adrnission to the Annua!Generai Meeting and voting procedure................................................4

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I. AGENDA OF RESOLUTIONS TO BE VOTED ON AT THE ANNUAL GENERAL MEETING: Resolution 1

To approve the Board of Directors' report on the activities and on the standalone unconsolidated financial statements of Orascom Construction Industries S.A.E. for the fiscal year ended 31 December 2013.

Description:

The Board of Directors (hereunder referred to as the "Board" as well) will present the activities of Orascom Construction Industries S.A.E (OCI S.A.E.) standalone for shareholders' approval as required by Egyptian regulations.

Resolution 2

To approve the Auditor's report on the standalone unconsolidated financial statements of OCI S.A.E. for the fiscal year ended 31 December 2013.

Description:

KPMG Hazem Hassan will present the auditor's report on the stand alone financial statements for OCI S.A.E. for the fiscal year ended 31 December 2013.

Resolution 3

To approve the standalone financial statements of OCI S.A.E. for the fiscal year ended 31 December 2013.

Description:

The Board of Directors will present the standalone unconsolidated OCI S.A.E. financial statements as per law 159 of the year 1981.

Resolution 4

To approve the release of the members of the Board of Directors from associated responsibility during the fiscal year ended 31 December 2013.

Description:

The Board of Directors customarily seeks a summary approval from its shareholders on all decisions taken throughout the year during the AGM as required by Egyptian law, and thereby seeks to be released from any responsibility for the relevant fiscal year.

Resolution 5

To approve the Board of Directors of the Company's request to waive their board remuneration fees for the
previous year and current the fiscal year ending 31 December 2014.

Description:

The Board of Directors have elected to waive their rights to board remuneration fees and allowances for the previous year and the current the fiscal year ending 31 December 2014.

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Resolution 6

To approve the board decision dated 22 December 2013 to appoint Mr. Hisham Jamal Mohammed Ibrahim Al Afandi as auditor for the fiscal year ended 31 December 2013 and to approve the re-appointment of the Company's auditor and determine fees for the fiscal year ending 31 December 2014.

Description:

Mr. Hisham Jamal Mohammed Ibrahim Al Afrandi, Partner at Hazem Hassan KPMG, replaced Mr. Ehab Fawzy Aql. The shareholders are requested to delegate the negotiation of the auditor's fees for the fiscal year ended 31 December 2014 to the Board of Directors' Audit Committee comprised of non-executive directors. The fees will be capped at EGP 500,000.

Resolution 7

To authorize the Board of Directors to make charitable donations during the fiscal year ending 31 December
2014 in excess of EGP 1,000 and to approve a ceiling for such donations of EGP 12 million.

Description:

The Company made no charitable donations during the fiscal year ending 31 December 2013. Donations require AGM approval.

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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. 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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OCI CONTACT INFORMATION

Investor Relations Department:
investor.relations@orascomci.com
Hans Zayed
Director
Erika Wakid
Email: erika.wakid@orascomci.com
General Counsel:
Hussein Marei
Email: hussein.marei@orascomci.com
Tel: +202 2461 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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