Orascom Construction Industries Annual General Meeting September 3rd, 2013

INVITATION TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS SCHEDULED FOR TUESDAY 3 SEPTEMBER 2013, AT 9 AM AT THE NILE CITY SOUTH TOWER, CAIRO, EGYPT

INDEX:

i. Agenda of Resolutions to be Voted on at the 2013Annual General Meeting..………………...…...….....2 ii. Admission to the Annual General Meeting and voting procedure……….……………….….…………...4 iii. Composition of the Board of Directors………………………………...…………………………………5

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

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Resolution 1

To approve the Board of Directors' report on the activities and on the standalone unconsolidated financial statements of the Parent Company (Orascom Construction Industries S.A.E.) for the fiscal year ended 31
December 2012.

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. Standalone OCI S.A.E. is represented by the unconsolidated financial statements reflecting part of the OCI Construction Group operations in Egypt.
OCI has produced audited consolidated financial statements which are posted on the Company's website at www.orascomci.com. The standalone unconsolidated financial statements are considered to be the relevant statutory accounts for the issuance of dividends.

Resolution 2

To approve the Auditor's report on the standalone unconsolidated financial statements of the Parent
Company for the fiscal year ended 31 December 2012.

Description:

KPMG Hazem Hassan will present the auditor's report on the stand alone financial statements for the Parent
Company for the fiscal year ended 31 December 2012.

Resolution 3

To approve the standalone financial statements of OCI S.A.E. for the fiscal year ended 31 December 2012.

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 2012.

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 re-election the Chairman and members of the Board of Directors for a further term of office of three years.

Description:

The Board of Directors proposes to re-elect the current Chairman and members of the Board. For further information on the current Board Members please refer to section III.

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Resolution 6

To approve the remuneration for the Board of Directors of the Company during the fiscal year ending 31
December 2013.

Description:

Remuneration remains unchanged at the equivalent of US$ 55,000 for each independent executive on the
Board of Directors. Executive Directors to waive their board remuneration fees.

Resolution 7

To approve the re-appointment of the Company's auditor and determine fees for the fiscal year ending 31
December 2013.

Description:

The shareholders are requested to delegate the negotiation of the auditor's fees for the fiscal year ended 31
December 2013 to the Board of Directors' Audit Committee comprised of non-executive directors. The fees will be capped at EGP 500,000.

Resolution 8

To approve charitable donations made by the Company during the fiscal year ended 31 December 2012 and to authorize the Board of Directors to make charitable donations during the fiscal year ending 31 December
2013 in excess of EGP 1,000 and to approve a ceiling for such donations of EGP 12 million.

Description:

Donations require AGM approval.

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II. ADMISSION TO THE ANNUAL 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. 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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III. COMPOSITION OF THE APPOINTED BOARD OF DIRECTORS

The Board of Directors proposes the re-election of the following members to serve a three year term commencing August 2013 until August 2016

NASSEF SAWIRIS - CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Nassef Sawiris is the major shareholder, Chairman and the Chief Executive Officer of Orascom Construction Industries (OCI). Mr. Sawiris is also a board member and shareholder in Lafarge S.A. and a Director of the BESIX Group.
Mr. Sawiris joined the Orascom Group in 1992 and became the Chief Executive Officer of Orascom Construction Industries in 1998. Mr. Sawiris served on the Board of Directors of the Cairo & Alexandria Stock Exchanges from 2004-2007 and was previously a Director of the Nasdaq DIFC.
Nassef Sawiris holds a BA in Economics from the University of Chicago, USA. He was born in 1961.

ONSI SAWIRIS - CHAIRMAN EMERITUS AND NON-EXECUTIVE DIRECTOR

Onsi Sawiris was the founder and President of Orascom Onsi Sawiris & Co, the original family partnership involved in trading and contracting. Mr. Sawiris was named as the Chairman of Orascom Construction Industries upon its incorporation in 1998 until 2009. In 2008, Mr. Sawiris was made Commander in the Order of the Crown by His Majesty King Albert II, King of Belgium, and has held L'Order de Léopold since
1998. Also in 2008, he was awarded the Swedish Royal Order of the Polar Star in the presence of HRH Princess Victoria of Sweden.
Mr. Sawiris holds a BSc in Engineering from Cairo University. He was born in 1930.

SALMAN BUTT - DIRECTOR

Salman Butt has held the position of Chief Financial Officer since 2005. He is an international banker with over 20 years of banking experience. He was 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, United Kingdom, Egypt and Saudi Arabia.
Mr. Butt holds an MBA from the University of Texas at Austin, USA, and a BSc in Industrial Engineering from the Middle East Technical University, Ankara, Turkey. He was born in 1959.

OSAMA BISHAI - DIRECTOR

Osama Bishai has worked for Orascom since 1985 and has held the position of Managing Director of Orascom Construction since 1998. He played a key role in developing Orascom Construction's business, particularly in the oil and gas sector, and has led the development of the company's investments in the fertilizer industry in Egypt and Algeria.
Mr. Bishai holds a BSc in Structural Engineering from Cairo University and a Construction Management
Diploma from the American University in Cairo. He was born in 1962.

JÉRÔME GUIRAUD - INDEPENDENT NON-EXECUTIVE DIRECTOR

Jérôme Guiraud is the Chief Executive Officer of NNS Capital Ltd, a London based company. He is also a Board member of Lafarge S.A. and serves on its Audit Committee. Prior to joining NNS Capital he held various managerial positions within the Société Générale Group across Europe and the Mediterranean including co-Head of Equity Corporate Finance for the EEMEA region, Managing Director of NSGB (National Société Générale Bank) in Cairo and Chairman of the Executive Board of Société Générale Maroc in Casablanca.
Mr. Guiraud holds an MBA from École des Hautes Etudes Commerciales (HEC Paris). He was born in 1961.

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SAMI HADDAD - INDEPENDENT NON-EXECUTIVE DIRECTOR

Sami Haddad is General Manager and Executive Director of Byblos Bank. He has decades of experience in both the private and public sectors, specifically in finance, politics and academia. Mr. Haddad worked for 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. Mr. Haddad was born in 1950.

ALADDIN SABA - SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

Aladdin Saba is the founder of Beltone Financial, an investment banking firm headquartered in Cairo. Mr. Saba is a founding member of the Egyptian Investment Management Association and the Egyptian Capital Markets Association. Mr. Saba was a co-founder of Hermes Financial, which in 1996 became EFG-Hermes. Prior to founding Hermes he was a Senior Portfolio Manager at Kidder, Peabody & Co. Inc. in New York. He is on the Board of Directors of the Egyptian Exchange in addition to Egyptian corporates and international investment funds.
Mr. Saba holds an MBA from The Wharton School of Business at the University of Pennsylvania, a Masters in Biomedical Engineering from the University of Pennsylvania and a BSc in Biomedical Engineering from Cairo University. He was born in 1960.

ARIF NAQVI - INDEPENDENT NON-EXECUTIVE DIRECTOR

Arif Naqvi is the founder and Group Chief Executive Officer of Dubai based Abraaj Capital, the largest private equity firm in global emerging markets (PEI 300 rankings). Mr. Naqvi previously worked with Arthur Andersen & Co, American Express Bank, Olayan Group and The Cupola Group, which he founded in
1994. Alongside public company boards such as Aramex, Air Arabia and OCI, Mr. Naqvi is a member of numerous think-tanks and policy groups, including the WEF Arab Business Council, and is a board member
of Endeavor Global, Emerging Markets Private Equity Association (EMPEA), the IMD Foundation Board and Columbia University Middle East Research Center. Mr. Naqvi is the Chair of the Middle East Centre's Advisory Board at the London School of Economics and Political Science. In 2008, Mr. Naqvi founded the
AMAN Foundation and is currently the Chairman of its Board of Trustees.
Mr. Naqvi holds a BA from the London School of Economics and is a recipient of the Sitara Imtiaz, the highest civilian award in Pakistan. He was born in 1960.

HASSAN ABDALLA - INDEPENDENT NON-EXECUTIVE DIRECTOR

Hassan Abdalla is the Vice Chairman and Chief Executive Officer of the Arab African International Bank, an international bank based in Egypt. He is also a part-time faculty member of Finance at the American University in Cairo and is a Board member of the School of Business Dean's Strategic Advisory Board. Mr. Abdalla holds positions as member of the Board of Directors of Telecom Egypt the Washington based Institute of International Finance Inc. (IIF) and UBAF Hong Kong, as well a member of the IIF Emerging Markets Advisory Council (EMAC).
Mr. Abdalla holds a BA and MA in Business Administration from the American University in Cairo. He was born in 1960.

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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 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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