OCI (OCI) investor relations material

Deal rationale and strategic fit

• Creates a scalable, Abu Dhabi-based infrastructure and investment platform with global reach, leveraging complementary strengths in engineering, construction, concessions, and institutional investment capabilities.

• Focuses on recurring sustainable income, long-term value creation, and exposure to high-growth sectors such as renewables, water, logistics, and data centers.

• Leverages Orascom Construction's EPC expertise and OCI's proven track record, including a 39% IRR since 1999 and over $22bn capital returned to shareholders.

• Strategic expansion into the US and selective high-performing sectors with strong funding visibility.

• Aims to capitalize on global infrastructure mega trends, maximize shareholder returns, and create societal value.

Financial terms and conditions

• All-stock transaction: OCI shareholders receive 0.4634 Orascom Construction shares for every 1 OCI share, totaling 97,201,359 new shares and resulting in approximately 47% ownership of Orascom Construction.

• Equity value: OCI at $1.35 billion, Orascom Construction at $1.52 billion.

• The transaction is subject to shareholder approval at EGMs for both companies and customary regulatory clearances.

• OCI to distribute Orascom shares to its shareholders, subject to a 15% Dutch dividend withholding tax unless relief applies.

• Rothschild & Co issued a fairness opinion confirming the financial fairness of the consideration.

Synergies and expected cost savings

• The combination is expected to deliver administrative synergies, enhanced capital deployment, and a stronger balance sheet, enabling larger-scale investments in resilient infrastructure assets.

• Synergistic redeployment of post-merger balance sheet through Orascom Construction’s platform, leveraging OCI’s investment expertise and capital access.

• Enhanced ability to scale infrastructure development and investment, especially in the US.