Oci Nv · EURONEXT:OCI
Oci Nv — OCI Global — Merger or Acquisition (December 2025)
25 slides from Oci Nv's merger presentation, Dec 9, 2025
Slide 1: OCI Global & Orascom Construction Strategic Combination
December 2025 OCI Global & Orascom Construction Strategic Combination 9 December 2025
Slide 2: Agenda
Agenda 1 Transaction Rationale 2 Transaction Overview 3 Q&A 4 Appendix a OCI Global Profile and Orascom Construction Profile b Case Studies 2
Slide 3: 01 Transaction Rationale
01 Transaction Rationale 3
Slide 4: Integrated New Platform for Value Creation
Transaction Rationale Integrated New Platform for Value Creation Built on legacy, powered by three complementary strategic pillars Orascom Orascom Infrastructure Orascom Construction Orascom Capital Develop long-term infrastructure assets with Leverage track record to selectively expand in Centraliz
Slide 5: Compelling Value Proposition
Transaction Rationale Compelling Value Proposition A well-capitalised scalable platform with proven investment and execution capabilities Aligning construction strength, development expertise and operational excellence in one integrated platform to develop resilient infrastructure portfolios with su
Slide 6: Historical Track Record of Combined Value Creation
Transaction Rationale Historical Track Record of Combined Value Creation Periods of highest value creation generated as a combined entity ~39% IRR3 | >USD 22bn capital returned to shareholders1, 2 Infrastructure & Building Cement Group Nitrogen & Ammonia Methanol Clean Ammonia Materials Developed
Slide 7: Market Leading Positions Across Industries and Geographies
Transaction Rationale Market Leading Positions Across Industries and Geographies Global EPC Capabilities Across Infrastructure and Industrial Projects in the MEA and USA > 30 GW Conventional Power Regional Leader in the Execution of Mega Power Projects Power Projects in ME Ain Sokhna Product Hub 913
Slide 8: Complementary and Growing Concessions Portfolio
Transaction Rationale Complementary and Growing Concessions Portfolio Combines EPC, financing, investment and development expertise to create long-term recurring income Co-owner and co-developer of projects in water, renewable energy, and logistics sectors Renewable Energy Water/Wastewater Treatment
Slide 9: Capturing Mega Trends, Driving Growth
Transaction Rationale Capturing Mega Trends, Driving Growth Strategically positioned to benefit from fundamental market shifts Energy Mobility % of MENA1 14% +50% 33% 67% population living in 65% 75% 2024 2030 cities 2024 2050 MENA1 Increase in global Increase in global energy demand by electricity
Slide 10: 02 Transaction Overview
/ me > ‘\ / / \ \ / a ae 02 Transaction
Slide 11: Transaction Key Highlights
Transaction Overview Transaction Key Highlights o OCI N.V. (“OCI”) and Orascom Construction PLC (“Orascom Construction”) are combining to form a single Abu-Dhabi listed entity, with secondary listing in Egypt. Upon closing, the new entity will be renamed “Orascom”. Transaction Summary o Synergistic
Slide 12: Governance and Regulatory Framework
Transaction Overview Governance and Regulatory Framework o An independent assessment and valuation exercise has been conducted to determine the share-swap ratio and to consider the fairness of the transaction for OCI Governance and Independence o OCI and Orascom Construction’s Boards have establishe
Slide 13: Transaction Structure
Transaction Overview Transaction Structure Transaction Structure Orascom Construction to Combine with OCI Through a Share Swap Mechanism Sawiris Sawiris OCI N.V. Free Float Family Family Free Float 54.9% 45.1% 50.9% 49.1% Envisaged Structure of the Proposed Combination1 Free Float Sawiris Free Float
Slide 14: Q&A
03 Q&A 14
Slide 15: Appendix: a. Company Profiles
04 Appendix: a. Company Profiles 15
Slide 16: OCI Global
Appendix OCI Global Global investment platform with deployable firepower • From 2008-2023, OCI developed world-scale global methanol, ammonia, and nitrogen fertilizer platforms, including: o World's 3rd largest nitrogen fertilizer group o World's 5th largest methanol group o World's largest green me
Slide 17: Orascom Construction
Appendix Orascom Construction Global EPC platform focused on infrastructure and concessions Overview Snapshot • Global engineering and construction contractor focused on infrastructure, industrial and commercial projects in the Middle East, Africa and USA with a strategic holding 70+ 25+ Countries i
Slide 18: Appendix: b. Case Studies
04 Appendix: b. Case Studies 18
Slide 19: How We Created Value
Appendix How We Created Value Selection of case studies >~39% IRR3 | US$ 22 billion capital returned to shareholders1,2 Cement Group Nitrogen & Ammonia Beaumont New Ammonia (BNA) & OTE 1996 - 2008 2008-2024 2010-2025 • Exposure to the cement industry originated from the • Developed through acquisiti
Slide 20: US | IFCo Greenfield
Appendix US | IFCo Greenfield Only true world-scale nitrogen fertilizer plant built in US in 30 years • At the onset of US shale gas in 2012 OCI identified a unique market opportunity to develop a nitrogen fertilizer and diesel exhaust fluid (DEF) plant in the heart of the US corn belt, Idea which s
Slide 21: US | Beaumont New Ammonia Greenfield
Appendix US | Beaumont New Ammonia Greenfield Plant will be the first large-scale greenfield clean ammonia production facility globally • In early 2022 OCI began development work on a 1.1mtpa clean ammonia project in Texas, which was announced immediately following the Inflation Reduction Act was an
Slide 22: Europe | OCI SAE Cement Group
Appendix Europe | OCI SAE Cement Group Landmark sale of OCI SAE’s cement group to Lafarge SA in 2008 OCI SAE Cement Group Progression of OCI’s Progression Cement of OCI’s Capacity Cement (mtpa) Capacity (mtpa) • Cement operations began in 1999 with a 1.5 mtpa plant in Egypt 50 44.9 41.9 40 34.0 35.9
Slide 23: US | The Weitz Company
Appendix US | The Weitz Company Growth through strategic repositioning Company Overview Focus on Core Sectors • Full-service construction company, general contractor, design-builder and Over 1 GW of hyperscale data center capacity completed or under Data construction manager construction in USA and
Slide 24: Europe | BESIX Group
Appendix Europe | BESIX Group Strategic 50% Shareholding in BESIX Group Company Overview Key Highlights ▪ Founded in 1909, headquartered in Belgium 41% IRR 25+ ▪ Growing operations across 3 segments: Construction, Concessions, and Since Acquisition Countries Real Estate Development ▪ Fully integrate
Slide 25: Thank you
Thank you 25