Orascom Construction PLC (ADX:ORAS) agreed to acquire OCI N.V. (ENXTAM:OCI) for approximately ?880 million on December 8, 2025. Orascom Construction PLC reached an agreement to acquire OCI N.V. on December 9, 2025. This implies an exchange ratio of 0.4634 shares in Orascom Construction for each OCI share held. Following completion of the Combination, Orascom Construction shareholders will own 53% and OCI?s shareholders will own the remaining 47%. Accordingly, the consideration for OCI amounts to a total of 97,763,162 shares of Orascom Construction and OCI currently owns 561,803 shares in Orascom Construction. While these existing shares have been taken into consideration in the valuation of the target as if they were transferred to the target, it has been agreed between Orascom Construction and OCT that existing shares will not actually be transferred to OCI and would rather be deducted from the total number of new shares to issued at the completion of the transaction. Orascom Construction will then continue as the surviving ADGM-incorporated and ADX- and EGX-listed entity holding OCI?s business, assets and liabilities. Upon closing, the Combination will be renamed ?Orascom? with Orascom Infrastructure, Orascom Construction and Orascom Capital. Finally, OCI liquidates and delists from Euronext Amsterdam. Nassef Sawiris will serve as Non-Executive Chair of the combined entity and Board and Executive Management will be announced before closing of the Combination.

The transaction is subject to Orascom Construction and OCI's shareholder approval, and will in due course call for an Extraordinary General Meeting to be held in January 2026 and to, among other customary conditions. The Board of Directors of OCI N.V. formed a special committee for the transaction. The Combination has been unanimously recommended by the independent directors on OCI's board. Orascom Construction has also unanimously recommended the proposed Combination to its shareholders. It is expected that the distribution of Orascom Shares to OCI shareholders will be effected in the first half of Q1 2026, with more details to be communicated in due course.

De Brauw Blackstone Westbroek N.V. acted as legal advisor for OCI N.V. Allen Overy Shearman LLP acted as legal advisor for OCI N.V. Rothschild Europe B.V. acted as financial advisor for OCI N.V. Rothschild Europe B.V. acted as fairness opinion provider for OCI N.V. Coöperatieve Rabobank U.A. acted as financial advisor for OCI N.V. Deloitte & Touche Netherlands acted as due diligence provider for OCI N.V. White & Case LLP acted as legal advisor for Orascom Construction PLC. EFG-Hermes UAE Limited acted as financial advisor for Orascom Construction PLC. First Abu Dhabi Bank P.J.S.C. acted as financial advisor for Orascom Construction PLC. Kpmg acted as due diligence provider for Orascom Construction PLC.