ORASCOM CONSTRUCTION PLC - Capital/Financing Update 2025

IN A FREE ZONE COMPANY ON THE MAIN PROSPECTUS FOR THE LISTING OF SHARES MARKET OF THE ABU DHABI SECURITIES EXCHANGE

Orascom Construction PLC � DRLISCDMCONSTRUCTION

Prospectus for the listing of Shares in Orascom Construction PLC (the "Company" or "Orascom Construction")

(a public company limited by shares incorporated in the Dubai International Financial Centre ("DIFC") and subject to the DIFC Companies Law No. 5 o/2018 (as amended

Dated: 10 September 2025

This is the prospectus (the "Prospectus") for the listing of 110,243,935 ordinary shares with a nominal value of US$ 1.00 each (AED 3.67 each) representing 100% of the total issued shares in the Company equivalent to US$ 110,243,935 (AED 404,595,241) (the "Shares") on the Abu Dhabi Securities Exchange ("ADX") in the United Arab Emirates (the "UAE"). The Shares will be duly and validly issued as at the date oflisting of the Shares on the ADX (the "Listing") as described in this Prospectus. Prior to the Listing, the Shares were dual listed and traded on Nasdaq Dubai under the symbol "OC" and the Egyptian Exchange ("EGX") under the symbol "ORAS". Immediately prior to the Listing, the listing and trading of the Shares on Nasdaq Dubai will be cancelled and migrated to the ADX, while the secondary listing on the EGX will be maintained. Following the Listing, the Company's incorporation is expected to be redomiciled from the Dubai International Financial Centre ("DIFC") to the Abu Dhabi Global Market ("ADGM"), for continuance as a company registered under the ADGM Companies Regulations as approved by the extraordinary general meeting of the Company convened on 12 August 2025, subject to regulatory approvals ("Redomiciliation").

No action has been taken or will be taken in any jurisdiction that would permit a public subscription of the Shares pursuant to this Prospectus or the possession, circulation or distribution of this Prospectus. Accordingly, the Shares may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offering material or advertisement or other document or information in connection with the Shares be distributed or published, in or from any jurisdiction except in compliance with any applicable rules and regulations of any such jurisdiction.

Neither the SCA nor the ADX is responsible for the content of this Prospectus, or the information contained herein.

The Company is not subject to UAE Federal Decree by Law No. 32 of2021 concerning commercial companies ( as amended) (the "UAE Commercial Companies Law"). The Company is a company established in the DIFC, is currently subject to the DIFC Companies Law No. 5 of 2018. Following the Redomiciliation, the Company will be subject to the ADGM Companies Regulations 2020 (as amended) (the "Companies Regulations") and "ADGM other applicable laws and regulations in the ADGM. The ADGM Registration Authority (the Registration Authority") is responsible for the supervision and regulation of all public companies incorporated in the ADGM, including the Company following Redomiciliation, in relation to compliance with the Companies Regulations.

Please visit the microsite available on www.orascom.com for further information on the Listing.

Listing Advisors

EFG Hermes UAE LLC

First Abu Dhabi Bank PJSC

IMPORTANT NOTICES

Under no circumstances shall the publication of this Prospectus imply that the Company's business affairs, any other facts set forth herein or other parties described herein have not changed since the date hereof, or that the information contained herein is correct as of any time subsequent to the date of this Prospectus.

Statements contained herein as to the contents of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete.

NO PROFESSIONAL, FINANCIAL OR LEGAL ADVISORS, ANY GOVERNMENT AUTHORITY OR ANY OTHER PARTY HAS INDEPENDENTLY VERIFIED OR ADVISED ON THE ACCURACY OR COMPLETENESS OF THIS PROSPECTUS, THE INFORMATION PRESENTED HEREIN, OR THE APPLICABLE LAWS OF ANY JURISDICTION. NEITHER DO ANY OF THE ABOVE ASSUME ANY RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS OR THE PERFORMANCE OF ANY OBLIGATIONS OF THE COMPANY.

Neither the SCA nor the ADX is responsible for the accuracy, validity or adequacy of the information provided, nor is either responsible for any damage or loss that may affect any person as a result of reliance on the information of this Prospectus or any part thereof. NO OFFERING IS BEING MADE TO ANY PERSON IN ANY JURISDICTION.

The distribution of this Prospectus and the Listing may, in certain jurisdictions, be restricted by law, and this Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Prospectus does not constitute or form part of an offer by, or an invitation by or on behalf of, the Company or any representative of the Company, to purchase any Shares in any jurisdiction in which such offer or invitation would be unlawful. The Company requires persons into whose possession this Prospectus comes to inform themselves of and observe all such restrictions. None of the Company or any of their respective affiliates or representatives accept any legal responsibility for any violation by any person of any such restrictions.

Because of the following restrictions, prospective investors are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares. This Prospectus may not be used for, or in connection with, and does not constitute, or form part of, an offer by, or invitation by or on behalf of, the Company or any representative of the Company, to purchase any securities or an offer to sell or issue, or the solicitation to buy securities by any person in any jurisdiction. The distribution of this Prospectus may be restricted by law in certain jurisdictions. Neither this Prospectus nor any advertisement or any other related material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

The Shares can only be held, traded or purchased by a person who is not resident or located in a jurisdiction wherein the Shares may not be distributed. Each holder of Shares will be deemed to have represented, agreed and acknowledged as follows:

(1) It is, at the time of the Listing, either: (i) outside the United States for the purposes of Rule 903 under the US Securities Act and not a US person (as defined in Regulation S); or (ii) acquiring these Shares for its own account as a qualified purchaser as defmed in section 2(a)(51) of the US Investment Company Act, and the rules and regulations thereunder, or for the accounts of one or more investor accounts ( each of which is such a qualified purchaser), not formed for the specific purpose of investing in the Company.
(2) It is aware that the Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state of the United States.
(3) It agrees ( or, if it is acting for the account of another person, such person has confirmed to it that such person agrees) that it (or such person) will not offer, resell, pledge or otherwise transfer the Shares except in accordance with the following legend, which the Shares will bear if in certificated form:

THESE SHARES (THE "SHARES") OF ORASCOM CONSTRUCTION PLC (THE "COMP ANY") HA VE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF

(i)

1933, AS AMENDED (THE "US SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION EXECUTED IN, ON OR THROUGH THE FACILITIES OF ABU DHABI SECURITIES EXCHANGE OR ANOTHER NON-US SECURITIES EXCHANGE ON WHICH THE SHARES ARE TRADED, AND IN ANY SUCH CASE NEITHER THE HOLDER HEREOF NOR ANY PERSON ACTING ON ITS BEHALF WILL PRE-ARRANGE SUCH A TRANSACTION WITH A BUYER LOCATED IN THE UNITED STATES OR KNOWN TO BE A US PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT).

THE COMPANY AND ITS AGENTS WILL NOT BE REQUIRED TO ACCEPT FOR REGISTRATION OF TRANSFER ANY SHARES ACQUIRED BY AN INVESTOR MADE OTHER THAN IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH HEREIN. IF AT ANY TIME THE COMPANY BECOMES AW ARE THAT ANY BENEFICIAL OWNER OF THE SHARES IS REQUIRED TO BE A QUALIFIED PURCHASER AS DEFINED IN SECTION 2(A)(51) OF THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "US INVESTMENT COMPANY ACT"), BUT IS NOT A QUALIFIED PURCHASER, THE COMPANY MAY PROVIDE NOTICE TO SUCH BENEFICIAL OWNER WHICH REQUIRES SUCH BENEFICIAL OWNER, WITHIN 14 DAYS OF RECEIPT OF SUCH NOTICE OR SUCH LONGER PERIOD AS THE COMPANY CONSIDERS REASONABLE, TO SELL ITS SHARES IN A TRANSACTION EXECUTED IN, ON OR THROUGH THE FACILITIES OF ABU DHABI SECURITIES EXCHANGE OR ANOTHER NON-US SECURITIES EXCHANGE ON WHICH THE SHARES ARE TRADED, AND IN ANY SUCH CASE NEITHER THE BENEFICIAL OWNER NOR ANY PERSON ACTING ON ITS BEHALF WILL PRE-ARRANGE SUCH A TRANSACTION WITH A BUYER LOCATED IN THE UNITED STATES OR KNOWN TO BE A US PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT). IF THE OBLIGATION TO SELL HAS NOT BEEN SATISFIED WITHIN THE RELEVANT PERIOD OF TIME, THE COMP ANY IS IRREVOCABLY AUTHORISED, WITHOUT ANY OBLIGATION, TO TRANSFER THE SHARES, AS APPLICABLE, IN A MANNER CONSISTENT WITH THE RESTRICTIONS SET FORTH HEREIN AND, IF SUCH SHARES ARE SOLD, THE COMPANY WILL DISTRIBUTE THE NET PROCEEDS TO THE ENTITLED PARTY. THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED, AS AN INVESTMENT COMP ANY UNDER THE US INVESTMENT COMP ANY ACT PURSUANT TO SECTION 3(C)(7) THEREOF AND THE COMPANY HAS ELECTED TO IMPOSE THE TRANSFER AND SELLING RESTRICTIONS WITH RESPECT TO PERSONS IN THE UNITED STATES AND US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT) DESCRIBED HEREIN SO THAT THE COMPANY WILL QUALIFY FOR THE EXEMPTION PROVIDED UNDER SECTION 3(C)(7) OF THE US INVESTMENT COMP ANY ACT AND WILL HA VE NO OBLIGATION TO REGISTER AS AN INVESTMENT COMPANY EVEN IF IT WERE OTHERWISE DETERMINED TO BE AN INVESTMENT COMPANY.

( 1) Upon a proposed transfer of the Shares, it will notify any purchaser of such shares or the executing broker, as applicable, of any transfer restrictions that are applicable to the shares being sold.
(2) The Company, and its respective affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.

If a holder of Shares is acquiring the Shares in as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing representations and agreements on behalf of each account.

This Prospectus contains forward-looking statements that reflect the Company's or the Group's intentions, beliefs or current expectations and projections about the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Group operates. Forward-looking statements involve all matters that are not historical facts. The Company has tried to identify forward-looking statements by using words such as "may", ''will", ''would", "should" "expects" "intends" "estimates" "anticipates" ''proiects" ''believes" "could" "hopes" "seeks" ' ' ' ' ' :., ' ' ' ' ' "plans", "aims", "aspires", "objective", "potential", "goal" "strategy", ''target", "continue", "annualised" and similar expressions or negatives thereof or other variations thereof or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The forward-looking statements are based on the Group's beliefs, assumptions and expectations regarding future events and trends that affect the Group's future performance,

(ii)

taking into account all information currently available to the Group, and are not guarantees of future performance. These beliefs, assumptions and expectations can change as a result of possible events or factors, not all of which are known to the Group or are within the Group's control. If a change occurs, the Group's business, financial condition, liquidity, results of operations, anticipated growth, strategies or opportunities may vary materially from those expressed in, or suggested by, these forward-looking statements. In addition, the forward-looking estimates and forecasts reproduced in this Prospectus from third-parties could prove to be inaccurate. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing the Company and the Group Companies. Such risks, uncertainties and other important factors include, but are not limited to those listed in the section entitled "Risk Factors". Other factors could also adversely affect the Group's results or accuracy of forward-looking statements in this Prospectus, and you should not consider the factors discussed under "Risk Factors" to be a complete set of all potential risks and uncertainties. Investors or potential investors should not place undue reliance on the forward-looking statements in this Prospectus. The Company urges investors to read this Prospectus for a more complete discussion of the factors that could affect the Group's future performance and the markets in which the Group operates. In light of the possible changes to the Group's beliefs, assumptions and expectations, the forward-looking events described in this Prospectus may not occur. Additional risks currently not known to the Company or that the Company has not considered material as of the date of this Prospectus could also cause the forward-looking events discussed in this Prospectus not to occur. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. The Company undertakes no duty to and will not necessarily update any of the forward-looking statements in light of new information or future events, except to the extent required by applicable law.

Supervision and Regulation

At Listing, the Company is a public company limited by shares incorporated in the DIFC. The DIFC is a financial free zone within the meaning ofUAE Federal Law No. 8 of2004 (the "Financial Free Zones Law") and was established pursuant to UAE Federal Decree No. 35 of 2004. As a company incorporated in the DIFC, and in accordance with the Financial Free Zones Law, the Company is not subject to UAE federal civil and commercial laws. In particular, and without limitation, the Company is not subject to the provisions of the UAE Commercial Companies Law nor a variety of other legislation which applies to companies incorporated 'onshore' in the UAE. Instead, the Company is governed by applicable laws and regulations in the DIFC, including the DIFC Companies Law.

After Redomiciliation, the Company is expected to be a public company limited by shares incorporated in the ADGM. The ADGM is a financial free zone within the meaning of the Financial Free Zones Law and was established pursuant to UAE Federal Decree No. 15 of 2013. As a company incorporated in the ADGM, and in accordance with the Financial Free Zones Law, the Company will not be subject to UAE federal civil, and commercial laws. In particular, and without limitation, the Company will not subject to the provisions of the UAE Commercial Companies Law nor a variety of other legislation which applies to companies incorporated 'onshore' in the UAE. Instead, the Company is governed by applicable laws and regulations in the ADGM including the Companies Regulations.

In accordance with the ADGM legal framework applicable to public companies such as the Company after Redomiciliation, its primary constitutional document would be its ADGM Articles of Association. Apart from various matters governed by the Companies Regulations and other ADGM rules and regulations, the principal corporate governance and disclosure and transparency rules applicable to the Company are set out in the Companies Regulations, the provisions of the Chairman of the UAE Authority's Board of Directors' Decision no. 3 of 2000 concerning the regulations as to disclosure and transparency and in the Articles of Association and related documents (such as charters, policies and procedures adopted by the Board from time to time). The ADGM Board of Directors and, in certain circumstances, the ADGM Registration Authority has the power and authority to investigate violations of the Companies Regulations, including if it appears to it that there are circumstances suggesting that an ADGM company's affairs are being or have been conducted in a manner which is unfairly prejudicial to some part of its members, and in certain cases to refer such violations to ADGM courts. Shareholders in ADGM companies may also directly seek injunctions from ADGM courts against acts in violation of the Companies Regulations or constitutional documents and can seek to recover damages for such violations from ADGM companies and their directors.

(iii)

Pursuant to the ADX listing rules, ADX has the authority to approve and supervise the governance rules applicable to financial free zone companies such as the Company that list securities on ADX.

The corporate governance regime applicable to the Company is different from that applicable to entities incorporated under the UAE Commercial Companies Law and regulated by the SCA. Investors should familiarise themselves with applicable DIFC and ADGM laws and regulations, and the Articles of Association of the Company.

Notice to Persons in the United States

The Shares have not been registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Company has not undertaken, and does not intend, to register the Shares under the US Securities Act. In addition, the Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "US Investment Company Act"), in reliance on the exemption provided by section 3(c)(7) thereof, and investors will not be entitled to the benefits of the US Investment Company Act.

Prospective investors are hereby notified that the Company is relying on an exemption from the provisions of section 5 of the US Securities Act. Prospective investors may be required to bear the financial risk of an investment in the Shares for an indefinite period. Further, no acquisition, sale or transfer of Shares may be made unless such acquisition, sale or transfer will not result in the Company being required to register as an investment company under the US Investment Company Act or potentially being in violation of such US Investment Company Act or the rules and regulations promulgated thereunder.

The Shares have not been approved or disapproved by the US Securities and Exchange Commission ("SEC"), any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon or endorsed the merit of the offer of the Shares or the accuracy or the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

Notice to Persons in Egypt

This Prospectus does not constitute an advertisement or an offer of securities in Egypt. It is not intended to be and must not be distributed publicly and/or to, or for the benefit of, any person within Egypt, except as may be permitted by Egyptian law. The Shares may not be offered or sold in any form of general solicitation or in a public offering in Egypt, unless the pre-approval of the FRA has been obtained.

This Prospectus is not for general circulation to the public in Egypt nor will the Shares be sold by way of a public offering in Egypt. Investors from Egypt acknowledge that the FRA and all other regulatory bodies in Egypt assume no responsibility whatsoever for the contents of this Prospectus and do not approve the contents thereof or verify the validity and accuracy of its contents. The FRA, and all other regulatory bodies in Egypt, assume no responsibility whatsoever for any damages that may result from relying (in whole or in part) on the contents of this Prospectus.

(iv)

Important Notices .................................................................................................................................................. i Definitions ............................................................................................................................................................ 1 Company Profile ................................................................................................................................................... 4 Summary .............................................................................................................................................................. 5 Summary Historical Financial Information .......................................................................................................... 7 Management ....................................................................................................................................................... 12 Organisational Structure ..................................................................................................................................... 1 7 Significant Shareholders (5% or Greater) .......................................................................................................... 20 The Listing, Performance and Achievements, Strategy ..................................................................................... 21 Share Capital History and Shareholder Resolutions ........................................................................................... 25 Material Agreements .......................................................................................................................................... 26 Assets, Investments, Projects and Business ........................................................................................................ 26 Indebtedness and Encumbrances ........................................................................................................................ 31 Dividend Policy .................................................................................................................................................. 33 Related Party Transactions ................................................................................................................................. 33 Legal and Arbitration Proceedings ..................................................................................................................... 34 Insolvency .......................................................................................................................................................... 35 DIFC No Objection ............................................................................................................................................ 36 Risk Factors ........................................................................................................................................................ 37 Articles of Association ....................................................................................................................................... 40 Financial Statements ............................................................................................................................................. 1

(v)

DEFINITIONS

This Prospectus is published in Arabic and English only. Definitions used in this Prospectus are defined in "Definitions".

The following definitions are used in this Prospectus:

"ADGM" Abu Dhabi Global Market. "Adjusted EBITDA" EBITDA, adjusted to exclude one-off gains and expenses. "ADX" The Abu Dhabi Securities Exchange. "ADX Main Market" The Main Market of the ADX. "AED" or "UAE dirham" The legal currency of the United Arab Emirates. "ADGM Articles of The articles of association of the Company in accordance with the ADGM Association" Companies Regulations 2020 (as amended), which shall come into effect at Redomiciliation to the ADGM. "Audit Committee" The Company's audit committee, a subcommittee of the Board. "Consolidated Backlog" The Group's consolidated backlog, comprising of the total value of awarded, signed and on-going contracts which have not yet been completed. "BESIX" BESIX Group S.A. "BOO" Build-Own-Operate. "BOOT" Build-Own-Operate-Transfer. "Board" The board of directors of the Company. "CEO" Chief Executive Officer. "CFO" Chief Financial Officer. "Company" or "Orascom Orascom Construction PLC Construction PLC" "Companies Regulations" ADGM Companies Regulations 2020 (as amended). "DIFC Articles of the articles of association of the Company, in accordance with the DIFC Association" Companies Law No. 5 of2018 (as amended), applicable as of the date of this Prospectus. "DIFC Companies Law" DIFC Companies Law No. 5 of2018 (as amended). "Director(s)" A member (or members) of the Board. "EBITDA" Earnings before interest, taxes, depreciation and amortisation. "EBIT" Earnings before interest and taxes. "Egypt" The Arab Republic of Egypt. "EGP" or "Egyptian Pounds" The legal currency of the Arab Republic of Egypt.

"EGX" Egyptian Exchange. "Emirate" An Emirate of the UAE. "ENR" Engineering News-Record. "EPC" Engineering, Procurement, and Construction. "ESG" Environmental, social and governance. "EUR" The official cu ency of the European Union. "Executive Directors" One or more executive directors of the board of the Company. "Financial Statements" The consolidated financial statements of Orascom Construction PLC as at and for the years ended 31 December 2023 and 2024 and the interim reviewed consolidated financial statements as at and for the six months ended 30 June 2025. "Financial Free Zones Law" The UAE Federal Law No. 8 of 2004. "FRA" The Egyptian Financial Regulatory Authority. "GCC" Gulf Cooperation Council. "General Meeting" The general meeting of the Company, being the corporate body, or where the context so requires, the physical meeting of Shareholders. "Group" The Company together with its subsidiaries, and "Group Company" and "Group Companies" shall be construed accordingly. "GW' Gigawatt. "ICC" International Chamber of Commerce. "IFRS" International Financial Reporting Standards as issued by the International Accounting Standards Board. "IRS" US Internal Revenue Service. "ISIN" International Securities Identification Number. "ISO" International Organization for Standardization. "IT" Information Technology. "LEED" Leadership in Energy and Environmental Design. "KSA" Kingdom of Saudi Arabia. "Listing" The listing of the Shares on ADX. "Listing Date" 11 September 2025. "LNG" Liquefied Natural Gas. "LTI" Lost Time Injury. "MEA" Middle East and Africa.

"MENA"	Middle East and North Afica.
"MTPA"	Maximum Torque per Ampere.
"MW"	Megawatt.
"Nomination Committee"	The Company's nomination committee, a subcommittee of the Board.
"OEM"	Original equipment manufacturers.
"Pro Forma Backlog"	Consolidated Backlog plus the Group's proportional 50% shae ofBESIX
	backlog, which is an equity-accounted investee of the Group and is not
	consolidated in the Financial Statements (i.e. considered as an associate
	company using the equity method of accounting in the Financial
	Statements).
"PPP"	Public private partnerships.
"Prospectus"	Means this prospectus.
"QAR"	The legal currency of Qatar.
"Redomiciliation"	The tansfr of the incororation of the Company fom the DIFC to the ADGM, fr continuance as a company registered under the ADGM
	Companies Regulations.
"Remuneration Committee"	The Company's remuneration committee, a subcommittee of the Boad.
"SCA"	Securities and Commodities Authority - UAE.
"SEC"	The US Securities ad Exchange Comission.
"Senior Management Team"	The senior management team of the Group.
"Shareholder(s)"	A shareholder (or shareholders) of the Company.
"Shareholders' Register"	The shareholders' register of the Company.
"Shares"	The shares of the Company, which upon Listing shall be admitted to listing
	and trading on the ADX.
"UAE"	United Arab Emirates.
"US", "USA" or "United	United States of Aerica.
States"
"US$", "US Dollars"	The legal currency of the United States of America.
"US Investment Company	The United States Investment Company Act of 1940, as amended.
Act"
"US Securities Act"	The United States Securities Act of 1933, as amended.

COMP ANY PROFILE Company name: Orascom Construction PLC Registration number: CL 1752 Authorised and paid-up capital: Authorised Capital: US$ 300,000,000 Paid Up Capital: US$ 110,243,935 Number of Shares in issue: 110,243,935 Nominal value of each Share: US$ 1.00

SUMMARY

Overview

Orascom Construction PLC, together with its subsidiaries (the "Group"), is a leading global engineering and construction contractor focusing on infrastructure, industrial, and high-end commercial projects in the Middle East, Africa, and the United States. The Group also develops and invests in concessions, owns 50% of BESIX Group, and holds a portfolio of subsidiaries across building materials, facility management, and equipment services. With roots extending back to the 1950s, the Group has transformed from a local contractor in upper Egypt into a dynamic engineering, procurement, and construction ("EPC") leader with concessions and investments across five continents.

The Group's core operations focus on delivering complex projects at high levels ofhealth and safety and quality. The Group has consistently ranked among the world's top contractors on ENR's Top 250 International Contractors list and was more recently ranked in the top 40 on the latest list published in 2025. The Group has a proven track record of projects completed and under construction spanning across spans multiple sectors and geographies, including, over 30 GW of power plants in MEA; approximately 17 million cubic meters per day of desalination, water and wastewater treatment plants in MEA; over 1 GW of data centers in USA, Mexico and Egypt; over 3,800 km of high-speed rail, railway, monorail and metro in MEA; over 50 aviation projects in the MEA and USA; and landmark social infrastructure projects such as the largest cardiac care and research center in the Middle East and the Grand Egyptian Museum.

The Company operates through Orascom Construction in the MEA region, and a consolidated management arm of its two operational subsidiaries, namely The Weitz Company and Contrack Watts, in the United States. Leveraging over 70 years of experience in the industry, Orascom Construction is a leading EPC contractor in the MEA region, with diversified operations spanning the infrastructure, industrial, and commercial sectors, including some of the largest projects in the world executed in accordance with strict international health and safety standards. In the US the Group operates as a full-service construction company, general contractor, design-build specialist, and construction manager. Orascom Construction USA serves key growth industries, including data centres, aviation, industrial, senior living, student housing, federal and commercial. The Group also encompasses a full-service electrical contractor, EPI Power, which specializes in delivering mission critical data centre work. The Group acquired 100% of The Weitz Company in 2012, marking its expansion into the US market.

The Group is also engaged in the development of and investment in concessions in essential infrastructure sectors. The Group capitalizes on its construction, investment and financing expertise to pursue these concessions, which currently include two wind farms in Egypt with a total operational capacity of 912.5 MW and three water and wastewater treatment and supply projects in the UAE, Egypt and the KSA.

Furthermore, the Group holds a 50% stake in BESIX Group, an international, European contractor with activities in concessions and real estate in Europe and the MEA. Based in Brussels, Belgium, with 115 years of experience, BESIX has become a leading contractor with a wide variety of projects, varying from high-end commercial infrastructures to marine structures, environmental works, sports and leisure facilities, and industrial projects. BESIX is accounted for as an associate company in the Financial Statements using the equity method of accounting. On a standalone basis, BESIX reported a backlog of EUR 7.5 billion as at 30 June 2025.

The Group also holds a diverse portfolio of subsidiaries across building materials, facility management, industrial parks, and equipment services.

The Group reported Consolidated Backlog of US$ 9,552.4 million as of 30 June 2025, US$ 7,702.2 million as of 30 June 2024, US$ 7,590.9 million as of 31 December 2024 and US$ 8,061.9 million as of 31 December 2023. Similarly, the Group reported Pro Forma Backlog (including 50% share of BESIX's backlog) of US$ 13,945.4 million as of30 June 2025, US$ 11,355.1 million as of30 June 2024 and US$ 11,859.1 million as of 31 December 2024 and US$ 10,871.8 million as of31 December 2023.

The following table sets for the Group's Consolidated Backlog and Pro Forma Backlog at 31 December 2023 and 2024, as well as at 30 June 2024 and 30 June 2025.

	As at 31 December	As at 31 December		As at 30 June
(US$ millions)	2023 I	2024	2024	I	2025
Consolidated Backlog (Equity Consolidation)
Backlog	8,061.9 I	7,590.9	7,702.2	I	9,552.4
New Awards(()	5,756.1 I	2,990.6	1,652.4	I	3,404.4
Pro Forma Backlog (Consolidated Backlog+ 50%		ofBESI backlog)
Backlog	10,871.8 I	11,859.1	11,355.1	I	13,945.4
New Awards(()	7,442.8 I	6,608.6	3,447.9	I	4,208.8

Source: Management Estimates (J) Represent new awards during that period and form part of the backlog.

The following pie chart sets forth the breakdown of the Group's Consolidated Backlog and Pro Fonna Backlog as at 30 June 2025, according to geography.

==> picture [430 x 176] intentionally omitted <==

----- Start of picture text -----

Consolidated Backlog: Pro Forma Backlog:
Other,
3.8%
Egypt,
36.3%
Australia,
6.7%
Egypt,
53.0%
UAE,
Europe .J
KSA, 20.4% KSA, [3] .So/o
11.6% Other MEA, 9.7%
3.2%
----- End of picture text -----

Source: Management Estimates

The Group generated total revenue of US$ 1,955.9 million and US$ 1,477.4 million for the six months ending 30 June 2025 and 2024 and recorded EBITDA of US$ 139.4 million and Adjusted EBITDA of US$ 117.4 million for the six months ending 30 June 2025 and EBITDA of US$ 68.0 million for the six months ending 30 June 2024. For the financial years ending 31 December 2024 and 31 December 2023, the Group generated total revenue of US$ 3,254.9 million and US$ 3,367.5 million, recorded EBITDA of US$ 151.5 million and US$ 232.6 million, and Adjusted EBITDA of US$ 158.3 million and US$ 139.7 million, respectively.

The following table sets forth a breakdown of the Group's total revenues by geographic market for the financial years ending 31 December 2023 and 2024, as well as for the six months ending 30 June 2024 and 30 June 2025.

	For the years ended 31 December	For the years ended 31 December	For the six months ended 30 June	For the six months ended 30 June
(US$ millions)	2023	2024	2024	2025
MEA	1,809.7	1,611.3	681.2	1,155.3
USA	1,557.8	1,643.6	796.2	800.6
Total	3,367.5	3,254.9	1,477.4	1,955.9

The Company has been dual-listed on Nasdaq Dubai and the EGX since March 2015, following the demerger of Orascom Construction PLC and OCI. N.V. (now OCI Global).

SUMMARY IDSTORICAL FINANCIAL INFORMATION

The summary historical financial information set forth below is based upon the Financial Statements, which has been prepared in accordance with IFRS.

Consolidated statement of profit or loss and other comprehensive income data

onsolidated statement of proft or loss	and other comprehensive income	and other comprehensive income	data	data
	For the six month period ended 30		For the year ended
		June	31 December
	2025	2024	2024	2023
		(US$ millions)
Revenue ........................................................ .	1,955.9	1,477.4	3,254.9	3,367.5
Cost of sales .................................................. .	(1,753.3)	(1,336.3)	(2,952.0)	(3,099.7)
Gross proft .................................................. .	202.6	141.1	302.9	267.8
Other income ................................................. .	5.6	6.1	15.0	130.0
Selling, general and administrative expenses	(85.1)	(93.4)	(197.8)	(195.6)
Operating proft .......................................... .	123.1	53.8	120.1	202.2
Finance income ............................................. .	15.2	91.7	128.7	58.7
Finance cost ................................................... .	(52.8)	(57.0)	(110.9)	(53.2)
Net fnance (cost)/ income ......................... ..	(37.6)	34.7	17.8	5.5
Income fom equity accounted investees ...... .	22.6	11.8	30.0	20.7
Proft before income tax .............................. .	108.1	100.3	167.9	228.4
Income tax ..................................................... .	(18.8)	(29.6)	(34.1)	(33.3)
Net proft ..................................................... .	89.3	70.7	133.8	195.1
Other comprehensive income/(loss):
Foreign curency translation diferences	20.7	(63.7)	(119.4)	(51.3)
Other comprehensive income/(loss), net of	20.7	(63.7)	(119.4)	(51.3)
tax ............................................................. ..
Total comprehensive income/ (loss) ............ .	110.0	7.0	14.4	143.8
Proft attributable to: .................................. .
Owners of the Company ................................ .	82.7	65.4	118.0	158.6
Non-controlling interests ............................... .	6.6	5.3	15.8	36.5
Net proft	89.3	70.7	133.8	195.1
Total comprehensive income attributable
to· .............................................................. ..
Owners of the Company ................................ .	103.1	7.8	5.7	114.4
Non-controlling interests ............................... .	6.9	(0.8)	8.7	29.4
Total comprehensive income ..................... .	110.0	7.0	14.4	143.8
Earnings per share (in USD) ...................... .
Basic and diluted eaings per share .............. .	0.75	0.59	1.07	1.40

Consolidated statement of financial position data

onsolidated statement of fnancial position data
		31 December	31 December
	30June2025	2024	2023
ASSETS
Non-current assets ....................................................................... .
Property, plant and equipment ...................................................... .	155.6	141.8	126.4
Goodwill ........................................................................................ .	27.7	27.7	27.7
Trade and other receivables ........................................................... .	16.7	16.0	22.1
Equity accounted investees ............................................................ .	521.4	450.0	464.7
Deferred tax assets ......................................................................... .	61.4	63.2	60.4
Total non-current assets .............................................................. .	782.8	698.7	701.3
Current assets .............................................................................. .
Inventories ..................................................................................... .	259.6	232.4	248.8
Trade receivables ........................................................................... .	2,116.9	1,422.8	1,281,1
Contracts work in progress ............................................................ . Curent income tax receivables ..................................................... .	527.7 0.7	575.7 0.4	737.8 0.4
Cash and cash equivalents ............................................................. .	1,068.2	1,041.3	696.6
Total current assets ..................................................................... .	3,973.1	3,272.6	2,964.7
TOTAL ASSETS ........................................................................ .	4,755.9	3,971.3	3,666.0
EQUITY ...................................................................................... .
Share capital .................................................................................. .	110.2	110.2	110.2
Share premium .............................................................................. .	467.3	467.3	467.3
Reserves ........................................................................................ . Retained ea gs .......................................................................... .	(513.6) 661.0	(534.0) 578.0	(421.7) 533.3
Equity attributable to owners of the Company ......................... .	724.9	621.5	689.1
Non-controlling interests ............................................................... .	29.5	26.0	22.3
Total equity .................................................................................. .	754.4	647.5	711.4
LIABILITIES
Non-current liabilities ................................................................. .
Loans and borowings ................................................................... .	16.1	7.5	0.7
Trade and other payables ............................................................... . Defrred tax liabilities ................................................................... .	54.0 5.0	53.5 4.3	43.8 2.3
Total non-current liabilities ........................................................ .	75.1	65.3	46.8
Current liabilities ......................................................................... .
Loans and borowings ................................................................... .	376.2	305.7	249.1
Trade and other payables ............................................................... . Advanced payments fom constction contracts .......................... .	1,839.6 894.6	1,460.6 873.2	1,391.8 841.6
Billing in excess of construction contracts .................................... .	721.3	555.6	345.4
Provisions ...................................................................................... .	61.9	37.3	41.0
Income tax payables ...................................................................... .	32.8	26.1	38.9
Total current liabilities ................................................................ .	3,926.4	3,258.5	2,907.8
Total liabilities ............................................................................ .	4,001.5	3,323.8	2,954.6
TOTAL EQUITY AND LIABILITIES .................................... .	4,755.9	3,971.3	3,666.0

Consolidated statement of cash flows data

	For the six month period ended 30	For the six month period ended 30	For the year ended	For the year ended
		June	31 December
	2025	2024	2024	2023
		(US$ millions)
Net proft	89.3	70.7	133.8	195.1
Adjustments fr:
Depreciation .................................................. .	16.3	14.2	31.4	30.4
Interest income ............................................. .	(11.4)	(9.8)	(21.9)	(13.9)
Interest expense ............................................. .	46.7	35.9	75.8	51.4
Net freign exchange loss/ (gain) .................. . Share in income of equity accouted	2.3 (22.6)	(60.8) (11.8)	(71.7) (30.0)	(43.0) (20.7)
investees ..................................................... .
Gain fom disposal of subsidiaries ................ . Gain on sale of property, plat ad equipment	(0.2)	(0.6)	(0.7) (4.3)	(107.7) (1.1)
Income tax expense ....................................... .	18.8	29.6	34.1	33.3
Changes in:
Inventories ..................................................... .	(21.0)	(32.9)	(91.0)	(49.9)
Trade and other receivables ........................... .	(653.5)	(339.9)	(528.7)	(176.9)
Contract work in progress .............................. .	61.8	(0.2)	(73.5)	(104.9)
Trade and other payables ............................... .	362.4	175.0	533.8	189.3
Advanced payments construction contracts ... .	1.1	241.1	341.2	173.9
Billing in excess of construction contracts .... .	153.7	185.7	366.7	78.0
Provisions ...................................................... .	23.4	(0.5)	8.5	15.6
Cash fows:
Interest paid ................................................... .	(46.7)	(35.9)	(75.8)	(51.4)
Interest received ............................................. .	11.4	9.8	21.9	13.9
Dividend fom equity accounted investees .... .	1.9	1.4	13.8	15.0
Income taxes paid .......................................... . Cash fow (used in)/ generated fom	(7.5) 26.2	(20.3) 250.7	(18.2) 645.2	(9.1) 217.3
operating activities ................................... . Proceeds fom sale of investments ................ .			2.5	116.7
Investments in associates	(35.1)
Investments in property, plant ad equipment Proceeds fom sale of property, plant and	(28.3) 2.9	(32.5) 1.6	(75.1) 8.7	(34.3) 2.5
equipment ................................................... . Cash fow (used in) / generated fom	(60.5)	(30.9)	(63.9)	84.9
investing activities ..................................... .
Proceeds fom borrowings ............................ . Repayment ofborowings ............................ .	93.5 (20.0)	27.8 (38.9)	122.6 (59.2)	108.4 (70.6)
Purchase of treasury shares ........................... .				(19.5)
Lease payments ............................................ .	(3.3)	(2.8)	(5.9)	(5.7)
Dividends paid to shareholders ..................... .	(24.2)	(20.9)	(43.0)	(51.9)
Dividends paid to non-controlling interest .... .	(3.3)	(1.1)	(5.0)	(35.3)
Others ............................................................ .		(2.4)	(6.1)	1.9
Cash fow generated from/ (used in) fnancing activities ..................................... .	42.7	(38.3)	3.4	(72.7)
Net change in cash and cash equivalents ...... .	8.4	181.5	584.7	229.5
Cash and Cash equivalents at	1,041.3	696.6	696.6	537.7
1 January .................................................... .
Curency translation adjustments ................. .	18.5	(204.9)	(240.0)	(70.6)
Cash and cash equivalents at 30 June/ 31	1,068.2	673.2	1,041.3	696.6
December ................................................... .

Description of operating performance and cash flows

The Group's total revenue increased by 32.4% year-on-year to US$ 1,955.9 million for the six months ending 30 June 2025, compared to US$ 1,477.4 million for the six months ending 30 June 2024, reflecting the execution of new large-scale projects and progress at all major projects in Egypt, UAE, KSA and USA.

The Group's total revenue slightly decreased by 3.3% year-on-year to US$ 3,254.9 million for the financial year ending 31 December 2024 compared to US$ 3,367.5 million in 2023, mainly due to the devaluation of the Egyptian Pound. In the MEA region, revenue was primarily driven by the execution of large infrastructure and commercial projects such as the monorail and Greater Cairo Metro in Egypt, and Project Wave in Abu Dhabi, UAE. Revenue in the US was mainly generated from data centers, aviation projects, and a range of commercial, infrastructure, and light industrial projects.

For the six months ending 30 June 2025, EBITDA increased by 105.0% year-on-year to US$ 139.4 million compared to US$ 68.0 million for the six months ending 30 June 2024, and EBITDA margin increased to 7 .1 % for the six months ending 30 June 2025 compared to EBITDA margin of 4.6% for the six months ending 30 June 2024, driven by stronger performance in the MEA region as well as a net gain of US$ 22.0 million relating to the favourable settlement of a claim on a legacy airport project in the KSA and the arbitral award on the Sidra hospital project in Qatar. The Adjusted EBITDA for the six months ending 30 June 2025 excludes the aforementioned net gain, leading to Adjusted EBITDA of US$ 117.4 million reflecting a 72.6% year-on-year increase and an Adjusted EBITDA margin of 6.0% for the same period, compared to an EBITDA of US$ 68.0 million and EBITDA margin of 4.6% for the six months ending 30 June 2024. The Group reported EBITDA of US$151.5 million for the year ended 31 December 2024 compared to US$ 232.6 million for the year ended 31 December 2023, generating a margin of 4.7% in 2024 compared to 6.9% in 2023. However, EBITDA for the year 31 December 2023 included non-operating one-off gains and expenses including the proceeds from the divestment of building material subsidiaries. Adjusted EBITDA, excluding one-off gains and expenses, increased by 13.3% to US$ 158.3 million for the year ended 31 December 2024, representing an Adjusted EBITDA margin of 4.9% compared to 4.1 % for the year ended 31 December 2023.

The Group reported existing cash and cash equivalents totalling US$ 1,068.2 million as at 30 June 2025 and US$1,041.3 million at 31 December 2024. Total debt (loan & borrowings) stood at US$ 392.3 million as at 30 June 2025 and US$ 313.2 million as at 31 December 2024.

Cash inflows from operating activities stood at US$ 26.2 million for the six months ending 30 June 2025 compared to US$ 250.7 million for the six months ending 30 June 2024, which was driven by higher advance payments during that period in 2024. Cash inflows from operating activities increased to US$ 645.2 million for the financial year ended 31 December 2024 compared to US$ 217 .3 million in for the financial year ended 31 December 2023. The growth was driven primarily by strong collections in both the MEA and USA regions, advance payments received for newly awarded projects, and dividends from equity-accounted investees.

The Group reported cash outflows used from investing activities of US$ 60.5 million for the six months ending 30 June 2025 compared to US$ 30.9 million for the six months ending 30 June 2024, reflecting an investment in an associate in the six months ending 30 June 2025. The Group reported cash outflows from investing activities of US$ 63 .9 million for the financial year ended 31 December 2024 compared to cash inflows of 84.9 million in for the year ended 31 December 2023. For the financial year ended 31 December 2023, cash inflows from investing activities was significantly higher due to contribution from the divestment of building material subsidiaries with an amount of US$ 116.7 million.

The Group reported cash inflows from financing activities of US$ 42.7 million for the six months ending 30 June 2025 compared to cash outflows of US$ 38.3 million for the six months ending 30 June 2024, mainly reflecting higher proceeds from borrowings and a dividend distribution to shareholders of US$ 0.22 per share in January 2025. Cash inflows from fmancing activities of US$ 3.4 million for the fmancial year ended 31 December 2024 comprised from net proceeds from borrowings, leading to an increase in overdraft balance from US$249.8 million in December 2023 to US$ 313.2 million in December 2024. This was partially absorbed by dividends declared and paid to shareholders in February 2024 and August 2024 of US$ 43.0 million. Cash outflows from fmancing activities for the financial year ended 31 December 2023 were driven by two dividend payments to shareholders totalling US$ 51.9 million, US$ 19 .5 million cash outflow for the purchase of Treasury

shares representing 5.6% of the Company, and US$ 33.4 million for dividend payment to NCI. These were partially offset by net proceeds from borrowings of US$ 37.8 million.

MANAGEMENT

Board

Structure

The Company has a one-tier board structure which from Listing will comprise eight members, including one Executive Director and seven Non-Executive Directors. The Board is responsible for leading and controlling the Company and has overall authority for the management and conduct of the Company and the Company's strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal control and risk management (including financial, operational and compliance controls, and for reviewing the overall effectiveness of systems in place) and for the approval of any changes to the capital.

Powers, responsibilities and functioning

The principal duties of the Board are to provide the Company's strategic leadership, to determine the fundamental management policies of the Company and to oversee the performance of the Company's business. The Board is the principal decision-making body for all matters that are material to the Company, whether in terms of their strategic, financial or reputational implications. The Board has final authority to decide on all issues save for those which are specifically reserved to the Shareholders by law or by the Company's Articles of Association.

Term of appointment

There are no time restrictions on the membership of Board members of companies incorporated in the Dubai International Financial Center under law number 5 of the year 2018. However, there is a retirement by rotation regime in the DIFC and ADGM Articles of Association whereby each director shall retire every three years and (if willing) be reappointed by the shareholders at a general meeting.

Composition of the Board

At the date of this Prospectus, the Board is composed of the following eight directors:

Name	Date of Birth	Position	Member as of	Term
Jerome Guiraud	07/01/1961	Independent Non-Executive Chairman	03/05/2016	5
Osama Bishai	12/07/1962	Chief Executive Ofcer and Executive	01/03/2015	5
		Director
Hassan Badrawi	23/10/1976	Non-Executive Director	10/05/2024	1
Johan Camiel Beerlandt	04/04/1948	Independent Non-Executive Director	11/04/2018	4
Sai Haddad	26/08/1950	Independent Non-Executive Director	05/05/2015	5
Bjor Schuurmas	17/12/1978	Non-Executive Director	10/05/2024	1
Nada Shousha	17/12/1962	Independent Non-Executive Director	18/09/2020	2
Renad Younes	19/06/1978	Independent Non-Executive Director	22/06/2022	2

Heba Iskander is the Company Secretary.

The Company's registered address, Gate Village Building 1, Level 3, Unit 301,302,303, DIFC, Dubai, United Arab Emirates.

Biographical Details of the Directors

Jerome Guiraud- Chairman of the Board Independent Non-Executive Director

Mr. Jerome Guiraud has over 35 years of banking and financial markets experience and is cu ently Board member & CEO of AFCI, a prominent Single-Family Office. Mr. Guiraud also serves as Advisor for EMEA to Goldman Sachs Asset Management (GSAM) and is a director of BESIX Group (non-listed leading Benelux EPC contractor & concessions' operator). He started his career in the French foreign service, then joined Societe Generale (SG) Group, where he has held various leadership positions in capital markets, investment banking, and several listed SG Group subsidiaries. In 2008, he joined NNS Group in 2008 as CEO & director ofNNS

Advisers (previously NNS Capital) to set-up and grow what has now become a highly-respected and sophisticated Single-Family Office. He was appointed Vice-Chairman of NNS Group in 2022, a position he held until July 2023. Mr. Guiraud has previously served for several years as a Non-Executive Director at OCI Global (previously OCI NV.), as well as on the Board of Lafarge SA and the Advisory Committee of Avanti Acquisition Corp. Mr. Guiraud is graduated from L'Ecole des Hautes Etudes Commerciales (HEC Paris).

Osama Bishai - Chief Executive Officer and Executive Director

Mr. Osama Bishai joined Orascom in 1985. Since then, he assumed numerous key leadership roles within the Construction Group and has been CEO of Orascom Construction PLC since March 2015. Mr. Bishai was instrumental in transforming the Construction Group into a leading infrastructure and EPC player active in the Middle East, Africa, and the USA. He led the company's growth into new industries, including the construction of most of OCI's investments in cement and fertilizers worldwide, and more recently spearheaded Orascom Construction's growth in renewable energy and concessions in the Middle East. Mr. Bishai is a board member of BESIX Group. He holds a BSc. in Structural Engineering from Cairo University, and a Construction Management Diploma from the American University in Cairo.

- Sarni Haddad Independent Non-Executive Director

Mr. Sarni Haddad has decades of experience in both the private and public sectors, specifically in finance, politics, and academia. Mr. Had-dad worked for the International Finance Corporation, part of the World Bank Group, for more than 20 years in a variety of positions, including Cairo-based Director of the MENA region. In 2005, he became Minister of Economy and Trade in Lebanon, a position which he held for three years. Mr. Haddad was also General Manager of Byblos Bank from 2008 to 2014. He was Chairman of Inventis, a management consulting company until 2020. Mr. Haddad holds an MA in economics from the American University in Beirut and pursued his postgraduate studies at the University of Wisconsin-Madison.

Johan Beerlandt- Independent Non-Executive Director

Mr. Johan Beerlandt is the Executive Vice-Chairman ofBESIX Group. He previously served as Chief Executive Officer from 2004 to 2017, and subsequently as Chairman of the board. He oversaw the transformation of the business into a major regional player in Europe and the Middle East. In 2004, Mr. Beerlandt was instrumental in the 50-50 leveraged management buyout of the BESIX holding company executed by BESIX management and Orascom. Mr. Beerlandt brings a wealth of knowledge and experience in regional and international construction and concessions markets to the Board.

Nada Shousha - Independent Non-Executive Director

Ms. Nada Shousha is a seasoned executive in the financial services, investment, and economic development sectors. She currently holds positions on various Boards, including Vice Chair and Investment Committee Member of the Egyptian American Enterprise Fund, Board Member and Chair of the Governance Committee of Arab Investment Bank (Egypt), Board and Audit Committee Member of AXA (Egypt), and member of the Investment Committee of Sawari Ventures. Ms. Shousha was most recently the Regional Manager for Egypt, Libya, and Yemen for the IFC, which she joined in 2002. During her tenure, Egypt's IFC program increased from a US$ 50-75 million annual pro-gram to an annual average of over US$ 250 million. In particular, she led IFC' s counter-cyclical strategy post-Arab Spring, which focused on restoring confidence in the country's private sector and resulted in over US$ 1 billion of new investments in the country from 2012 to 2014. Prior to joining IFC, Ms. Shousha was a manager in the corporate finance practice at Arthur Andersen.

Renad Younes - Independent Non-Executive Director

Ms. Renad Younes is a partner with Gibson, Dunn & Crutcher LLP and serves as the Abu Dhabi Partner in Charge. Ms. Younes advises corporations, financial institutions, and governments on local and international M&A transactions and projects that cover a wide range of sectors, including energy and infrastructure. Her vast sector and industry knowledge, combined with her M&A, equity and debt offerings, and project development experience also enables her to lead a wide array of complex transactions across several sectors such as renewables, transitional energy, upstream, midstream, downstream, and LNG. Ms. Younes is listed and top ranked by Chambers and Legal 500 in both the M&A and energy categories and is listed in the "Hall of Fame" for UAE Oil, Gas and Natural Resources by Legal 500 EMEA 2022. She was also named on IFLR 1,000's Women Leaders 2022 list of "highly regarded" lawyers worldwide.

Hassan Badrawi - Non-Executive Director

Mr. Hassan Badrawi currently serves as Chief Executive Officer of OCI Global. He also served as Chief Financial Officer during 2017-2024. Since joining OCI Global in 2001, Mr. Badrawi has held various leadership positions, encompassing Finance, M&A, Strategy, business development and investor relations. Mr. Badrawi has been part of the corporate leadership team of building material, fertilizers, chemicals, infrastructure, and construction. In 2015, he led the demerger and listing of Orascom Construction on the Nasdaq Dubai and Egyptian Stock Exchange. Mr. Badrawi's experience encompasses over $50 billion in transactions and projects. Mr. Badrawi holds a BA in Economics, Political Science and Literature from Duke University, USA.

- Bjorn Schuurmans Non-Executive Director

Mr. Bjorn Schuurmans is currently appointed as Group Chief Operating Officer of NNS Group, the Family Office of Mr. Nassef Sawiris. The Group has multi billion dollars of assets under management and invests in a variety of asset classes and jurisdictions globally. Prior to joining NNS Group in January 2016, Mr. Schuurmans served as Global Head of Tax of OCI NV (now OCI Global) listed in Amsterdam. He started his career with KPMG and between 2008 and 2013 he was Global Head of Tax with Kuwait Petroleum International (the international downstream business of State-owned Kuwait Petroleum Corporation). He obtained his LL.M. in Law from the Erasmus University Rotterdam (NL) and his MBA as part of the Global Executive One MBA program of the Erasmus University (NL), Chinese University (HK), Kenan-Flagler (USA) and FGV (Brazil). Mr. Schuurmans is a director of various NNS Group (investment) entities and is appointed as a shareholder representative/board secretary of Aston Villa FC. He has served as board-member of several charitable foundations.

General Information about the Directors

The following table sets out the names of all UAE companies and partnerships of which a Director has been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years, as of the date of this Prospectus.

Name	Company	Active/esigned
Renad Younes	New York University Gibson, Dun & Crutcher LLP Shearman and Sterling LLP	Active Active Resig!ed
Hassan Badrawi	OCI Clean Fuels Ltd	Active
	OCI Holding Limited	Active
Bjor Schuurmans	FERTIGLOBE PLC NNS Group RSC Ltd	Resigned Active
	NNS MENA Holdings RSC Ltd R CAPITAL HOLDING RSC LTD	Active Resigned
Johan Beerlandt	Six Construct Ltd. Co.	Active

Equity holdings Directors

Osama Bishai, the Company's Chief Executive Officer and Director owns 131,800 Shares in the Company and Johan Beerlandt, a Director, owns 5,450 Shares.

Senior Management

"Senior The Group is managed by the senior management team, consisting of the persons set forth below (the Management Team"), each of whom oversees a specific aspect of the business.

Name	Date of Birth	Position
Osama Bishai Reham El Beltagy	12/07/1962 09/09/1976	Group Chief Executive Ofcer Group Chief Financial Ofcer
Alexande Lousada	12/12/1976	Group General Counsel
Hesham El Halaby	13/07/1988	Vice President - Investor Relations and Cororate
		Communications
Khaled El-Said	24/02/1966	Vice President - Human Resources and
		Infrmation Technology

Biographical Details of the Senior Management Team

- Osama Bishai Chief Executive Officer and Executive Director

- Reham El Beltagy Group Chief Financial Officer

Mrs. Reham El Beltagy joined the Group in 2006 and has held various leadership positions across Finance and Treasury. Mrs. El Beltagy has been part of the corporate leadership team of the Group's construction, infrastructure, building materials, fertilizers, and chemicals businesses, leading several landmark efforts including the divestment of the cement business, building a fertilizers portfolio, and growing the construction and concessions businesses. In her capacity as Group ChiefFinancial Officer, Mrs. El Beltagy leads the Group's financial, capital markets, planning, and risk strategies. Mrs. El Beltagy holds a B.A. in Accounting and Finance from the American University in Cairo.

Alexandre Lousada - Group General Counsel

Mr. Alexandre Lousada joined the Group in 2020 as Group General Counsel and is responsible for overseeing all legal and compliance matters. Mr. Lousada has over 20 years of experience with international construction projects, concessions, cross-border transactions, and arbitrations across 5 continents. Prior to joining the Group, Alexandre held leadership positions in the legal and compliance departments of 3 of the 50 largest international contractors, including companies listed on the London and New York exchanges, and a track record of overseeing risk and M&A operations. He holds law and postgraduate degrees from Catholic University of Portugal.

- - Hesham El Halaby Vice President Investor Relations and Corporate Communications

Mr. Hesham El Halaby joined the Group in 2010 and has held key positions across investor relations, corporate development and strategy in Egypt, the UK, and the UAE at Orascom Construction and OCI. Mr. El Halaby established the investor relations program of Orascom Construction for the listing in 2015 and played a key role in several transformative transactions across M&A, corporate development and capital markets at Orascom Construction and OCI. Mr. El Halaby holds a Bachelor of Arts from Princeton University and an Executive MBA from London Business School.

- - Khaled El-Said Vice President Human Resources and Information Technology

Mr. Khaled El Said joined the Group in 1995, and has since held various leadership roles, ultimately becoming Vice President of HR and IT in 2018. As the Vice President of Shared Services HR and IT, Mr. El Said focuses on aligning HR and IT functions with the company's overall business objectives, ensuring that these areas support business growth, develop cohesive teams, promote employee engagement, and optimize workflow. In his previous role as Chief Information Officer, he played a key role in the corporate leadership team across multiple sectors, including construction, infrastructure, building materials, fertilizers, and chemicals. Mr. El Said holds a Bachelor Sc. in Civil Engineering from Cairo University and a M.S. in Engineering, "Construction Engineering and Management Division" from Virginia Polytechnic Institute and State University Blacksburg, Virginia, USA.

General Information about the Senior Management Team

The following table sets out the names of all UAE companies and partnerships of which a member of the Senior Management Team has been a member of the administrative, management or supervisory bodies or partner at any time in the previous five years, as of the date of this Prospectus.

Name	Company	Active/Resigned
Reham El Beltagy Hesham El Halaby	OC Investments Holding Limited Arab Afican Investment Holding Rain Trading Limited	Active Resig}ed Resig}ed
Alexandre Lousada	OC Investments Holding Limited	Active
	Orascom Building Material Holding Limited OC Interational Holding Limited	Active Active
	Orascom Construction Trading Orascom Structures Contacting L.L.C. (Previously Orascom Construction Tuey Projects L.L.C.)	Active Active
Khaled El-Said	Orascom Construction Holding Limited Orascom Constction 3D	Active Active
	Orascom Construction Dubai Branch	Resigned

Equity holdings Senior Management Team

Osama Bishai, the Company's Chief Executive Officer owns 131,800 Shares in the Company.

ORGANISATIONAL STRUCTURE

The Company is the ultimate holding company of the Group and its principal assets are the equity interests it directly or indirectly holds in the Group Companies. The diagram below depicts, in simplified form, the legal structure of the Company, the key subsidiaries and associates of the Company as of the date of this Prospectus.

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----- Start of picture text -----

Orascom Construction PLC
(Du.�i -OIFC) (100%1
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(Du�i --OIFq (100%) !Dub.Ii - OtFC) (100%1 SAE. (Egypt) {48.01 %) (98%)
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National Steel Products (Abu DhHolding Limited. abi){100%) Orasoom Construdion Trading FZCO (100"Mi) {So(lEidargypity Cot) {95m.83pa) ny) S(A99E.999%(Egyp) t)
L.L.C (Abu Dhabi) (70%)
DammamWest OrasDlm Construdion
Companyfo, Orascom Str udures 30 FZCO {UAE) {70%)
Operation and Maintenance S.Con.trading l.LC. O.C.(Oubai) (100%)
L.L.C. {KSA) (10%) WAVE Co Development MSTSL.L.C
SPV Limited (Abu Dhabi) {Abu
(33.33%) OhabiX49'6)
Orascom Holding COOperatief U.A.
{Netherlands) (100%)
OCI Construaion Holding Limited (Cyprus) (100'6) OC1 Corutrudion International B.V. (Netherlands) {100%) (NetOCIHC 1 B.V. herlands) {100%) (NetOCIHC 28.V. herlands) (100%)
Orascom Con.strudion USA Inc Orascom Industrial Parts Integrated Facades Solutions
(USA){100%) Crumm Con.strudion S.A.E. {Egypt) (90%) SAE. {Egypt) {60.5%) (EgS.A.E. ypt)(10%)
The Weitz Group, L.L.C. AIAhlyfOf Industrial
(USA){100%)
Development
Orascom RoadConstrudion SAE. (Egypt) {25%)
Clart. Weitz and Clartson SAE.
(USA) (30%) {Egypt) (99.98%)
OC IHC 3B.V.
{Netherlands) (100%)
Orascom E&C USA Inc
(USA) (30") National Steel Fabfic:alion
SAE. {Egypt) (99.99%) OCIHC 8 B.V.
Contract: Watts, Inc BESIX Group PLC (Belgium)(50'6) (Netherlands) (100%)
(USA) (100%)
United Holding ComSAE. (Egypt) (29.07%) pany Egypt GtHn (NetherlaHyndsdr) og(25%) en 1 B.V. Orascom Construdion S.A.E (Egypt) (9.99")
National Pipe Company (Egypt) (29.41%) SAE. Egypt Green (EgyptHy) {drog80%e) n SAE. lmagroConstrudion S.r.L
Contract limited{Cyprus) {Italy) (49 .9%)
(100%) EGH Renewable:sSAE (Egypt) {99 .98%)
Orasqualia for the Developmeri
Contrad: International WL{Bshfain)(99.0%) ofWastewate< TreatmentPlant SAE. {Egypt) (45%) lmag(rAolCogernsiatru)(99dion Algeria .99%) IC Industries Alger(Algetia){99%ia ) SARL
Management S.A. Contrad: Facilities E. (Egypt) Orasqualia for Operation & Maintenance S.A.E. Orascom Investments B.V.
(99.98%) (Egypt) (49%) {Netherlands) (100%)
Ras Ghareb Renewable Energy Orascom Egypt Wind II 8.V.
Services S.A.E.(Egypt){20%) Orucom Egypt Wind B.V. (Netherlands) (100%)
(Netherlands) (100%)
Fayoum FOf Warehouses and Depots S.A.E. (Egypt) (4%) Ras GSAhEar.{eEb Wind gypt) (20%Energ) y Red Sea Wind Energy SAE.{Egypt) {25%)
OCI Construction limited DammamWa;t Company for
(Cyprus) (100%) Water CJSC (KSA) {20%)
Integrated Facades Solutions
Ofasc:om Saudi L.L.C. SAE. {Egypt) (90%)
(KSA)(00%)
National Egyptian Railway Industries
Med1ail Limited{UAE){50%) SAE. �ERIC" (Egypt) {18.66%)
Fayoum For Warehouses and Depots
SAE. {Egypt) (95%)
OrasOlm For Wind Energy
S.A.E.{Egypt) {99.90%)
----- End of picture text -----

Subsidiaries, Associates and Joint Ventures

The following table provides an overview of the Group's material subsidiaries and associates as of the date of this Prospectus:

his Prospects:
*Name of te entit*	*Ownerhip%*	*Countr of* *icorporation*	*Pincial activities of underlying* *subsidaries*
Orascom Structures Contacting L.L.C s.o.c.	100.00	UAE	Building Contracting Turey Projects
Imagro Construction Algeria (SPA)	99.99	Algeria	Procurement
IMAGRO Construction SRL	49.90	Italy	Procurement
BESIX Group SA Integrated Faiade Solutions	50.00 100.00	Belgium Egypt	Constuction and concessions Building Material specifcally fr
			aluminium related services
Orascom Constction Trading -	100.00	UAE	General Trading
FZCO
Orascom Constuction SAE	100.00	Egypt	Construction
Orascom Road Construction Orasqualia fr the Development of the	100.00 50.00	Egypt Egypt	Construction Build, Operation and Maintenance of
Wastewater Treatment Plant			Wastewater Treatment Plant
National Steel Fabrication Orascom Industial Parks Company	100.00 60.50	Egypt Egypt	Building Materials, specifcally steel Development, Operation and
			Maintenance oflndustrial Parks
Orascom Saudi Company	60.00	KSA	Construction
Contrack Watts Inc	100.00	USA	Construction
Orascom E&C USA	100.00	USA	Construction
Orascom Constuction USA Inc Ras Ghareb Wind Energ SAE	100.00 20.00	USA Egypt	Holding company Build, Operation and Maintenance of
			Wind Power Plant
The Weitz Group LLC	100.00	USA	Construction
Red Sea Wind Energy SAE	25.00	Egypt	Build, Operation and Maintenance of
			Wind Power Plant
Orascom Trading Company	100.00	Egypt	General Trading
Orascom Free Zone	100.00	Egypt	Storage, Warehousing services and
			Trading.
OCI Saudi Arabia LTD. CO.	100.00	KSA	Construction
National Equipment Company National Pipe Company	100.00 40.00	Egypt Egypt	Equipment Services Building Material specifcally fr pipes related services

The Company also has various holding companies in the Netherlands and the countries it operates in.

Corporate Governance

Board Committees

The Board has four committees: the Audit Committee, the Nomination Committee, the Remuneration Committee, the Strategy and Sustainability Committee. The terms of reference of the committees are documented formally and updated as necessary.

Audit Committee

In accordance with the terms of reference, the Audit Committee shall have at least two independent non executive directors, with one independent non-executive director as chair. As at the date of this Prospectus, the Audit Committee comprises five non-executive directors, namely Sarni Haddad (as Chair), Jerome Guiraud, Nada Shousha, Renad Younes and Bjorn Schuurmans.

Nomination Committee

In accordance with the terms of reference, the majority of the Nomination Committee members shall be independent non-executive directors, with the chair of the committee being an independent non-executive director. As at the date of this Prospectus, the Nomination Committee comprises three non-executive directors, Nada Shousha (as Chair), Sarni Haddad and Jerome Guiraud.

Remuneration Committee

In accordance with the terms ofreference, the Remuneration Committee shall have at least three members, with a majority of those being non-executive directors. The chair of the committee shall be an independent non executive director. As at the date of this Prospectus, the Remuneration Committee comprises Sarni Haddad (as Chair), Jerome Guiraud, Nada Shousha.

Strategy and Sustainability Committee

The Strategy and Sustainability Committee shall consist of a minimum of three Directors, two of whom shall be non-executive directors. The chair of the committee shall be a non-executive director. As at the date of this Prospectus, the Strategy and Sustainability Committee comprises Renad Younes ( as Chair), Osama Bishai, Nada Shousha, Jerome Guiraud, Sarni Haddad, Johan Beerlandt, Bjorn Schuurmans, and Hassan Badrawi.

SIGNIFICANT SHAREHOLDERS (5% OR GREATER)

	Number of	% of shares
Shareholder name	shares	outstanding
Sawiris Family and entities held fr their beneft Nassef Sawiris and entities held fr his beneft Samih Sawiris, his family members and entities held fr their beneft Sustainable Capital Afica Alpha Fund	60,481,391 46,704,773 13,776,618 18,869,086	54.86% 42.36% 12.50% 17.12%
Total number of shares outstanding	110,243,935

Note: Iriformation on number of Shares and ownership as at the latest regulatory disclosures.

THE LISTING, PERFORMANCE AND ACIDEVEMENTS, STRATEGY

Reasons for the Listing

The principal purposes of the Listing are the following:

The Company is Listing on ADX as part of a plan approved by the Board of Directors and the Shareholders, which entails (i) transitioning the primary listing venue from Nasdaq Dubai to the ADX; and (ii) redomiciling the Company from the DIFC to the ADGM.
The decision reflects the Company's continued growth and the increasing concentration of the Group's operations, investments, and partnerships in Abu Dhabi, where it already maintains a highly staffed and owned office.

Proceeds of the Listing

No proceeds shall be raised pursuant to the Listing.

Listing and Trading

Prior to the Listing, the Company's shares have been dual-listed and traded on NASDAQ Dubai and the EGX. Immediately prior to the Listing, the listing and trading of the Shares on Nasdaq Dubai will be cancelled and migrated to the ADX, while the secondary listing on the EGX will be maintained. Application has been made to list all of the Shares on ADX under the symbol "ORAS". Subject to acceleration or extension of the timetable for the Listing, trading in the Shares on the ADX is expected to commence on or around 11 September 2025. Upon Listing, the Company will be dual listed on ADX and EGX and the Shareholders may transfer their shares between the two stock exchanges by instructing their brokers, in accordance with the information and process disclosed by the Company through separate a ouncements on or about the date of this Prospectus.

Performance and Achievements

The Group believes that it possesses the following competitive strengths:

Industry leader and unique geographic positioning with a proven track record of executing some of the largest and most complex projects in the world.
Achieving record backlog farther enhancing the Group's fundamentals.
Growing concessions portfolio by leveraging the Group's expertise across construction, investment,
financing and operations, with a portfolio spanning water/wastewater treatment, renewable energy, and logistics in Egypt, UAE and KSA.
Industry-leading HSE performance across core markets.
A highly experienced and visionary management team supported by a stable and committed shareholder base.
Strategic holding of 50% in BESIX Group.
Consistent dividend payments at attractive yields coupled with opportunistic share buybacks.

Industry leader and unique geographic positioning with a proven track record of executing some of the largest and most complex projects in the world.

The Company is a leading global engineering and construction contractor, specializing in infrastructure, industrial, and high-end commercial projects across the Middle East, Africa, and the United States. Leveraging its unique geographic positioning in these markets, the Group has delivered some of the largest and most complex projects across its target sectors. By consistently delivering complex projects with repeat partners and clients, the Group extends its market reach and enhances its capabilities. This strategic and geographic positioning has allowed the Group to remain at the forefront of the industry, involved in some of the most prestigious construction projects in the region.

Achieving record backlog further enhancing the Group's fundamentals.

The Group's backlog experienced continued growth in 2025, driven by strong new contracts across focus sectors and key markets. The Group has achieved an increase in Consolidated Backlog of 24.0% year-on-year to US$ 9.6 billion as of 30 June 2025 and increase in Pro Forma Backlog of 22.8% year-on-year to US$ 13.9 billion. In addition, the Group's successful execution of a regional geographic diversification strategy includes a strong focus on key sectors such as power and water, as evidenced by the ongoing mega water treatment and supply project in Abu Dhabi, and the 3 GW combined cycle gas-fired power plant in the KSA. In the United States, the business continues to expand across specialized sectors such as data centers and aviation, further solidifying its market position. This strategic positioning and geographic diversification underscores the Group's ability to execute high-profile and complex projects across multiple regions.

Growing concessions portfolio by leveraging the Group's expertise across construction, investment, financing and operations, with a portfolio spanning water/wastewater treatment, renewable energy, and logistics in Egypt, UAE and KSA.

The Group continues to successfully grow its concessions portfolio by leveraging its expertise across construction, investment, financing, and operations. This expanding portfolio spans concessions in water, renewable energy, and logistics. Key concessions include 912.5 MW of wind power in Egypt, wastewater treatment in Egypt and KSA, and a US$ 2.2 billion seawater treatment and supply BOOT project in Abu Dhabi.

The Group has a proven track record of growth and shareholder value creation, having previously incubated businesses in cement, ports, fertilizers, and building materials. Recently, the Group commenced commercial operations of a 650 MW Build-Own-Operate (BOO) wind farm in Egypt four months ahead of schedule, increasing its total operational wind power capacity to 912.5 MW. Evaluation and development activities for a new 900 MW wind farm in Egypt have also begun. These initiatives complement the Group's other concessions across wastewater treatment and logistics in Egypt, the UAE and KSA, facilitating recurring cash flow and supporting long-term growth.

Industry-leading HSE performance across core markets.

Health, Safety, and Environment (HSE) is embedded in the Group's operational philosophy and remains a defining element of its risk management framework and value proposition to clients. The Group's consistent delivery of high safety standards-especially in complex environments-continues to position it as a trusted partner among blue-chip and government clients across the Middle East, Africa, and the United States. In the financial year ending 31 December 2024, the Group achieved an exceptionally low Lost Time Injury (LTI) rate of0.125 across 176 million manhours in the Middle East and Africa, and 0.14 across 4 million manhours in the United States. Notable achievements in 2024 include surpassing 20 million manhours without LTI across five flagship projects, including the Grand Egyptian Museum and the Magdi Yacoub Global Heart Centre in Egypt, and exceeding 5 million manhours without a L TI on US data centre projects executed by the Group's specialised mission critical division, a core unit delivering complex, high-technology infrastructure in regulated environments. These results reflect a mature and proactive HSE culture underpinned by rigorous systems, leadership accountability, and continuous workforce engagement to facilitate operational resilience, regulatory compliance, and sustained client confidence across all markets.

A highly experienced and visionary management team supported by a stable and committed shareholder base.

The Group benefits from a highly skilled, visionary, and committed management team, led by its CEO and CFO, with a proven track record of driving global growth. The team combines deep operational expertise in international construction, concessions and investments with long-term strategic focus, which has been instrumental to the Group's sustained success.

This depth of capability extends beyond senior leadership, encompassing a robust organizational structure of experienced managers and a large, highly skilled workforce. The Group's strong reputation and ethical business practices together with partnerships on high-profile projects continue to attract and retain top talent, supporting continuity and growth.

Complementing the management strength are the majority shareholders, with a long-standing reputation in the construction industry and a proven record of entrepreneurship and value creation.

Strategic Holding of 50% in BESIX Group.

The Group has held a strategic stake of 50% in BESIX Group, an international, European contractor with a strong presence across construction and concessions in Europe, MEA and Australia, since 2004. BESIX also has an established positioning across concessions in Europe and the UAE of over 20 years, including transportation and marine in Europe and water treatment, waste-to-energy and social infrastructure in the UAE. The complementary nature of BESIX and the Group's capabilities and markets provides the Group with a competitive edge and accretive partnership opportunities.

Delivering consistent shareholder returns, through dividend payments at attractive yields coupled with opportunistic share buybacks.

The Group's dividends distribution track record is a testament of its ability to grow and enhance shareholder value by strategically entering new markets and establishing new business lines.

The Group has returned US$ 341.6 million of dividends since March 2015.

The Company has consistently distributed dividends since 2018, and in 2025 to date the Company has paid approximately US$ 51.8 million through two payments in January and August, resulting in a combined dividend yield of 6.2%, calculated as the sum of dividends paid in 2025 to date divided by the Company's market capitalization as recorded on Nasdaq Dubai on 25 July 2025 (one day prior to board resolution announcing second dividend to be paid in 2025). Dividend distribution has been consistent as seen in 2024 whereby the Company distributed total dividends of approximately US$ 43.0 million through two payments, resulting in a combined dividend yield of 6.4% for 2024, calculated as the sum of dividends paid in 2024 divided by the Company's market capitalization as recorded on Nasdaq Dubai on the 31 December 2024. This marks the eighth consecutive year that the Group has returned capital to shareholders through dividends and share buybacks, reinforcing its commitment to delivering consistent value to its investors. Additionally, the Company executed a share buyback of5.58% of the share capital in June 2023.

Strategy and Objectives

The Group's strategy continues to strengthen its position as a leading private sector EPC contractor and concessions developer, with the aim of delivering top sustainable value to the shareholders. The Group has consistently adhered to a comprehensive strategy anchored on four primary pillars that reflect the core focus of the Group: (a) Strengthen EPC market and geographic position, (b) leveraging strategic partnerships, (c) expanding its concessions and portfolio, and ( d) maintaining a strong commitment to excellence, health, safety, and environmental standards.

Strengthen EPC Market and Geographic Position.

The Group's strategy entails expanding market presence as an EPC contractor in core markets in MEA and the USA. The Group continues to strengthen its presence in key sectors such as infrastructure and industrial by focusing on sectors in which the Group has a competitive advantage. The Group continues to be committed to pursuing targeted geographic expansion in key markets such as the UAE and KSA across target sectors in which the Group holds a competitive advantage such as power and water. The Group has a strong track record across its core sectors, including power, water, and transportation, and was recently awarded projects categorized as some of the largest in the world. Further, the Group adopts a selective strategy of pursuing well-fund projected, while capitalizing on the financing track record across various industries including facilitating EPC Finance projects.

Establish and Leverage Strategic Partnerships and Joint Ventures.

The Group maintains an active strategy of working in partnership with industry leaders to complement and expand its capabilities. The Group continues to be a preferred partner for globally recognized industry leaders and original equipment manufacturers ("OEMs"). By delivering alongside leading repeat partners and clients on complex projects, the Group aims to continue to expand its market reach and complement its capabilities. The Group has been involved through this mutually beneficial approach in some of the largest and most prestigious construction projects across the MEA region and in the USA. The commitment to strengthening these partnerships is crucial for maintaining a robust and diverse project portfolio.

Expanding Concessions and Investments Portfolio.

The Group's strategy focuses on expanding its portfolio of investments in infrastructure assets, namely concessions, projects by leveraging its recent success in the renewable energy and water treatment sector and its past proven investment track record in industries such as cement, ports, fertilizers, and building materials. Such concessions are typically developed under a BOO or BOOT model. By operating as a builder, owner, and operator, the Group generates construction revenue during the contracting phase and secures recurring cash flow once projects are operational. The required equity for these investments is partly funded by profits and cash flows from the contracting phase. This approach has already been successfully implemented in projects such as wind farms and seawater and wastewater treatment and supply projects in the UAE, Egypt and KSA. Through this strategy, the Group strives to continue to successfully grow its portfolio of recurring income.

Commitment to Excellence, Health, Safety and the Environment.

The Company's strategy is also aimed at upholding high standards of quality, safety, and environmental leadership, while adhering to ethical business practices, by maintaining a safe and healthy workplace and leveraging its expertise to benefit clients and partners alike. Additionally, the Group takes pride in its corporate social responsibility, striving to make a meaningful and lasting impact on the communities in which it operates through effective engagement and responsible practices.

Delivering Shareholder Value.

The Company's policy also focuses on dedication to delivering value to shareholders through its commitment and adherence to its strategic pillars. The ongoing commitment of its founding shareholders and Senior Management Team underpins the Group's sustainable growth journey, empowering the Group to capitalize on future challenges and opportunities.

SHARE CAPITAL HISTORY AND SHAREHOLDER RESOLUTIONS

The Company was incorporated as a company limited by shares in the DIFC on 18 January 2015 under the DIFC Companies Law with registered number 1752. The share capital of the Company is 110,243,935 Shares at a nominal value ofUS$1 per share. There have been no changes to the share capital of the Company for the year preceding the application (2024). Previously, the Shareholders of the Company had passed written resolutions relating to the Company's share capital.

The general meetings decisions for the past two years preceding the application include the following:

The extraordinary general meeting of the Company convened on 12 August 2025 passed the following resolutions: (i) approve the migration of the primary listing venue for the Company's shares to the ADX while maintaining the EGX as the Company's secondary listing venue, through a listing of the Company's shares on the ADX and the delisting of the Company's shares from Nasdaq Dubai; (ii) approve the Redomiciliation and continuance as a company registered under the ADGM Companies Regulations; (iii) approve the DIFC Articles of Association and the ADGM Articles of Association; and authorise Mr. Osama Bishai, Ms. Reham El Beltagy, Mr. Alexandre Lousada, Mr. Hesham El Halaby and Mr. Walid Ibrahim, to execute any documents and take any necessary steps required to implement the above resolutions.

The annual general meeting of the Company convened on 27 May 2025 passed the following resolutions: (i) the approval of the Company's financial statements for the financial year ended 31 December 2024 together with the notes to those financial statements and the Board and auditor's reports on such financial statements, (ii) the reappointment of the following: Jerome Guiraud, Renad Younes and Johan Beerlandt as non-executive directors of the Company, (iii) the reappointment ofKPMG LLP as the Company's independent external auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which audited financial statements are laid and authorisation of the Board to determine the remuneration for the external auditor, KPMG LLP.

The annual general meeting the Company convened on 20 May 2024 passed the following resolutions: (i) the approval of the Company's financial statements for the financial year ended 31 December 2023 together with the notes to those financial statements and the Board and auditor's reports on such financial statements, (ii) the reappointment of Osama Bishai as an executive director of the Company, (iii) the appointment of Hassan H. Badrawi and Bjorn Schuurmans as non-executive directors of the Company, (iv) declaration of a dividend of US$ 0.20 per share based on the financial statements of the Company as at 31 December 2023, payable in US$ to shareholders holding ordinary shares on Nasdaq Dubai and in Egyptian Pounds (subject to the US$/EGP sell exchange rate announced by the Central Bank of Egypt on the date of the Board resolution in July 2024) to the shareholders holding ordinary shares on the EGX, (v) the reappointment of KPMG LLP as the independent external auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which audited financial statements are laid and authorisation of the Board to determine the remuneration for the external auditor, KPMG LLP.

The extraordinary general meeting of the Company convened on 11 October 2023 passed the following resolutions: (i) based on recommendation of the Board, the declaration of a dividend of US$ 0.2750 per share based on the financial statements of the Company as at 31 December 2022, and such dividend to be paid on 31 October 2023 to the shareholders of the Company holding Shares on 24 October 2023, (ii) payment of the dividend in US$ to the shareholders on Nasdaq Dubai holding shares on 24 October 2023 and in Egyptian Pounds (subject to the USS/EGP sell exchange rate announced by the Central Bank of Egypt on 11 October 2023) to the shareholders holding Shares on the Egyptian Exchange on 24 October 2023, (iii) authorising Osama Anwar Bishai in his capacity as Chief Executive Officer, and each of Alexandre Lousada, Walid Ibrahim and Dina Abbas to take any necessary steps requested by Nasdaq Dubai and/or the Egyptian Exchange, and any regulatory bodies to finalize the dividend payment.

The annual general meeting the Company convened on 31 May 2023, passed the following resolutions: (i) the approval of the Company's financial statements for the financial year ended 31 December 2022 together with the notes to those financial statements and the Board and Auditor's reports on such financial statements, (ii) the reappointment of the Sarni Haddad and Nada Shousha as non-executive directors of the Company, (iii) the re appointment of KPMG LLP as the independent external auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which audited financial statements are laid and authorising the Board to determine the remuneration for the external

auditor, KPMG LLP, (v) the buyback by the Company of 6,517,444 of its own shares (the "Treasury Shares"), representing 5.58% of the Company's total issued share capital, from Ms. Melinda French Gates, for the price of US$ 3.00 per share, (vi) to take the necessary steps to cancel the Treasury Shares within a period between three (3) and twelve (12) months from the date of acquisition.

MATERIAL AGREEMENTS

The Group's contracts consist primarily of engineering, procurement, and construction agreements, operation and management agreements, concession agreements and financing arrangements entered into the ordinary course of business. The Group has no key contracts other than those entered into in the ordinary course of business.

ASSETS, INVESTMENTS, PROJECTS AND BUSINESS

Operations

This section outlines the Group's key operating businesses.

- Middle East & Orascom Construction Africa (MEA)

Infrastructure

Orascom Construction, a leading engineering and construction company in the MEA region, has a distinguished record in critical infrastructure projects. With a portfolio encompassing power generation, water infrastructure, transportation, and urban development, Orascom Construction plays a pivotal role in driving sustainable growth and enhancing community quality of life. Leveraging local expertise and global standards, it delivers high quality, resilient infrastructure solutions essential for regional economic progress. Set out below are some key highlights of the Group's recent achievements:

Water Infrastructure

Orascom Construction is a leading player in the Middle East's water infrastructure sector through its involvement in several desalination, water treatment, and wastewater projects in MEA, building a vast record in the sector with a combined capacity of approximately 17 million cubic meters daily in the region.

Amongst the most notable recent projects are Project Wave in the UAE (see concessions section below), Bahr El Baqr Water Treatment Plant in Egypt, recognized by Guinness World Records at the time as the world's largest water treatment plant and facilitates land reclamation and irrigation for a significant area of the Sinai Peninsula, Abu Rawash Wastewater Treatment Plant, which services 9 million people in Egypt, New Delta Wastewater Treatment Plant, considered one of the largest of its kind globally and supports irrigation for a large area in the New Delta region, and Sfax Seawater Desalination Plant in Tunisia, a substantial facility aimed at enhancing water supply quality and quantity in the Sfax metropolitan area.

Power Generation

Orascom Construction has a proven track record in the energy sector in the MEA region, delivering projects across conventional simple cycle, combined cycle, steam, and renewable energy power plants with a capacity exceeding 30 GW. Recent notable projects include the ongoing 3 GW Qurayyah IPP Power Plant expansion in KSA, two 4.8 GW gas-fired combined cycle power plants in Egypt, hydropower plants in Burundi and BOO wind farms in Egypt.

Transportation

Orascom Construction is a leading player in the transportation section in the region. The Group's current and past projects in the transportation sector cover a wide range of modem and sustainable transportation systems, and include major projects such as high-speed rail, metro and monorail across 3,800 km in Egypt and the Middle

East, over 50 airport projects in the Middle East and the USA, and over 4,000 km of highways and bridges in Egypt.

Social

The Group's track record includes iconic projects such as the Grand Egyptian Museum, the largest archaeological museum dedicated to a single civilization and the Magdi Yacoub Global heart Centre in Egypt, the largest cardiac care and research center in the Middle East and boasting an iconic design. In addition, the Group completed in Egypt a world-class stadium with a capacity exceeding 90,000 spectators, and the new City of Arts and Culture, which includes a state-of-the-art opera house exceeding 4,200 seats.

Industrial

Orascom Construction plays a leading role in the development of various industrial projects, such as cement, fertilizers, petrochemicals, and LNG plants in the MEA region. Orascom Construction also secures substantial contracts in collaboration with regional and multinational partners, delivering civil, mechanical, and electrical solutions and supplying steel structures and equipment. The Group's track record includes ammonia and fertilizer plants with a combined capacity of over 8 million mtpa and oil and gas-related projects including LNG and refinery in Egypt, Algeria and UAE. The Group is also currently building in Egypt Plasma Fractionation and Purification Plant, textile manufacturing complexes, strategic warehouses, and a Nitric Acid and Ammonium Nitrate (Anna) Plant.

Commercial

With an impressive portfolio and a total built-up area of approximately 11.9 million square meters, the Group has accumulated over 40 years of experience in the construction of complex structures, high-rise residential buildings, and extensive civil works in Egypt and the Middle East, including in residential/commercial, malls, banking, and hospitality sectors, including but not limited to recent developments on the North Coast for international and local clients Orascom Construction has worked with several private and public sector clients who value its levels of excellence and customer focus.

Orascom Construction USA

Data Centers

The Group has continued to expand its presence in the data center sector, with a track record of projects completed and under construction exceeding 1 GW in USA and Mexico since 2018. The Group has specialized in the delivery ofhyperscale data centers for different clients and leverages the unique capability ofEPI Power, the Group's full-service electrical contractor, on these projects.

Aviation

The Group has achieved notable growth in the aviation sector and continues to see great success in markets across the United States. This builds on the Groups' recent achievements in this sector, including completing in 2023, in a joint venture, the US$1.5 billion new terminal at Kansas City International Airport, designed to serve 16 million passengers per year and awarded a LEED Gold certification, making the new terminal the largest airport in the US to achieve this status. In addition, construction is currently well underway at the ongoing aviation projects in six states, including the new Des Moines International Airport.

Industrial

Weitz's Industrial team continues to focus on large capital projects in advanced manufacturing, agriculture, and cold storage, while continuing to expand plant services. In 2024, the team continued work on a new facility which will create critical products that support the semiconductor manufacturing process and support production for a confidential client based outside of Denver, Colorado. In addition, the Group's track record in USA includes one of the world's largest nitrogen-based fertilizer plants and the largest methanol production facility.

Commercial

The established commercial product lines of senior living, student housing, and multifamily housing remain core to the Group. Over the past 25 years, the Group has constructed approximately 10,000 student housing

beds across the US, spanning millions of square f t, including Park West in Texas, the largest student housing complex in the US at the time. In senior living, the Group has built over 33,000 units nationally, including skilled nursing beds and assisted living facilities, such as the Shell Point Larsen Health Center, which consolidates all community health care services under one roof, which is a distinctive feature in senior living centers. Noteworthy projects also include the PGA Corporate Office, designed to withstand category 5 hurricane winds with its nearly all-glass structure, and the Wellmark Blue Cross Blue Shield headquarters in Des Moines, which holds the LEED Platinum certification, an elite distinction held only by limited buildings worldwide.

Other Operations, Investments and Material Minority Shareholdings

Concessions

The Group develops and invests in concessions, typically under long-term Build-Own-Operate (BOO) or Build Own-Operate-Transfer (BOOT) schemes, thereby creating new construction opportunities followed by long term recurring income. The Group capitalizes on its construction, investment and financing expertise to pursue these concessions, which now include two wind farms in Egypt with a total operational capacity of912.5 MW and three seawater and wastewater treatment and supply projects in UAE, Egypt and KSA. The following are the Group's largest concessions:

Water and Wastewater Treatment

Project Wave (Mirfa Seawater and Supply Company): A large-scale seawater treatment and supply project for ADNOC in Abu Dhabi, UAE. This project, which is under construction, is developed alongside partners including ADNOC and TAQA under a 30-year BOOT scheme. The project comprises a seawater nanofiltration plant with a capacity of 522,000 cubic meters per day, a large transfer pump station, 70 km of water transmission pipelines with two delivery points, and an in-field distribution network of230 km. Orascom Construction has a 16.3% equity stake in the project and is also consortium leader for the EPC scope.
New Cairo Wastewater Treatment Plant: A 250,000 cubic meters per day wastewater treatment plant
serving one million people in Greater Cairo, Egypt. This 25-year BOOT project is Egypt's first PPP project and has been operational since 2013. Orascom Construction has a 50% equity stake in the project and was the co-EPC contractor.

Renewable Energy

Red Sea Wind Energy: A 650 MW wind farm in Ras Ghareb, Egypt operational since June 2025, four months ahead of schedule. The project is developed under a 25-year Build-Own-Operate (BOO) scheme. Orascom Construction owns a 25% stake in the project and executed all civil and electrical works as well as the full EPC scope for the balance of the plant.
Ras Ghareb Wind Energy: A 262.5 MW wind farm in Ras Ghareb, Egypt, operational since October 2019, 45 days ahead of schedule. The project is developed under a 20-year BOO scheme. Orascom Construction owns a 20% stake in the project and executed all civil and electrical works as well as the full EPC scope for the balance of the plant.

BESIXGroup

BESIX Group is a leading Belgian industrial group, based in Brussels, operating in the construction, concessions, and real estate sectors. Founded in 1909, the BESIX Group operates across 25 countries on five continents, delivering complex and pioneering projects through its in-house engineering expertise. BESIX's track record showcases a diverse portfolio oflarge-scale projects across key sectors and regions, underscoring its leadership in delivering complex infrastructure. The BESIX Group's world-class engineering department enables BESIX to carry out complex and unique projects, particularly on the technical and environmental fronts. BESIX is involved in current iconic developments like the Grand Egyptian Museum (in a N with Orascom Construction), set to house the world's largest collection of ancient Egyptian antiquities, the Port ofNeom in the KSA, a major project shaping the region's future, high-impact transportation projects like the Saint-Denis - Pleyel Station in France, part of the Grand Paris Express, and the Kangaroo Bridge in Brisbane, Australia, improving urban connectivity. BESIX also leads numerous PPP projects in water and energy infrastructure,

addressing critical environmental needs across the Middle East. In social infrastructure, BESIX is developing key healthcare facilities in Australia, including St George Hospital, and major social and leisure projects like school campus and student accommodations in the UAE, as well as stadiums in New Zealand and the KSA.

Investments Across Building Materials

The Group also holds a diverse portfolio of subsidiaries and investments across sectors that complement the construction industry, including building materials, equipment services, facility management, and industrial parks, including:

National Steel Fabrication ("NSF"): Established in 1995, NSF is a wholly-owned subsidiary of the Company, recognized as a leading Egyptian steel fabricator and erector. NSF serves industrial. infrastructure, and commercial projects across Africa, Asia, Europe, USA, and Latin America, with most of its production attributable to exports. NSF's facility in Egypt boasts an annual production capacity of 50,000 tons and is located on Egypt's Red Sea coast in Ain Sokhna, near the Ain Sokhna and Suez ports.
Integrated Fa,;ade Solutions ("IFS"): IFS is a wholly-owned subsidiary of Orascom Construction and was formerly known as Alico Egypt. Founded in 1999, IFS specializes in manufacturing and installing glass and aluminium fa9ade as well as architectural metal work for construction projects. Located in the New Suez Industrial Area, IFS operates an advanced plant that spans 6 hectares with a built-up area of 18,000 square meters and an additional 32,000 square meters available for future expansion.
Orascom Services: Orascom Services is a wholly-owned subsidiary and is a leading equipment importation, distribution and services company in Egypt. Orascom Services is the sole agent for blue chip equipment including earthmoving equipment, gensets, pumps, irrigation, marine, railway and security systems. Founded by the late Eng. Onsi Sawiris over 30 years ago, Orascom Services is the exclusive agent for numerous blue-chip OEMs, including Grove, Volvo Penta, Hitachi, and Mitsubishi Heavy Industries.
Contrack Facilities Management ("CFM"): CFM, a whole-owned subsidiary and established in 2004, is a premier integrated services provider in Egypt. CFM has established itself as the leading player in Egypt's facilities management sector and offers a broad spectrum of hard services such as engineering, fit-outs, civil and architectural repairs, and maintenance. It complements these with soft services that encompass housekeeping, janitorial services, and deep cleaning, while also excelling in specialized areas like facade cleaning, landscaping, pest control, waste management, and recycling.
Orascom Industrial Parks ("OIP"): Established in 1998, OIP founded the first privately-owned industrial park in Egypt. OIP is a developer of a landbank of approximately 15.5 million sqm in Ain Sokhna and Abu Rawash (Giza). OIP's industrial parks are equipped with an extensive utilities network that provides clients with all their industrial needs including infrastructure, power, water, security and firefighting. Orascom Construction PLC owns 60.5% ofOIP.

Furthermore, the Group also holds ownership stakes in additional businesses, which it does not control, including the following equity-accounted investees under IFRS:

*Nme of te entt*	*Ownership%*	*Cuntr of* *incorporation*	*Princial actvites of underlying* *subsidries*
BESIX Group SA	50.00	Belgium	Construction and concessions
Ras Ghareb Wind Energy SAE	20.00	Egypt	Build, Operation and Maintenance of Wind Power Plant
National Pipe Company	40.00	Egypt	Building Material specifcally fr pipes related services
Red Sea Wind Energy SAE	25.00	Egypt	Build, Operation and Maintenance of Wind Power Plant
Orasqualia fr the Development
of the Wastewater Treatment Plant (S.A.E.) and Orasqualia fr Operation and Maintenance	50.00	Egypt	Build, Operation and Maintenance of Wastewater Treatment Plant
(S.A.E.)
Al Ahly fr Industial Development SAE	25.00	Egypt	Development, Operation and Maintenance of Industrial Parks
Clark, Weitz, and Clarkson	30.00	USA	Construction
Wave Co Development SPV			Holding Company (Owns 49% of
Limited	33.33	UAE	Mirf Seawater Treatment and
			Supply Company MSTS - L.L.C.

Intellectual Property

The Company owns various trademarks and domains which it has the right to use.

Properties

The Group owns and leases properties for the operation of the Group Companies and for its operations. The Group operates its services by means of its licences and commercial agreements (including EPC, O&M contracts and concession agreements).

Acquisitions and disposals

The Group has undertaken certain strategic acquisitions and disposals, which have affected its business, In financial condition and results of operations in the periods under review. particular, the following transactions each had a material effect on the Group's business, financial condition and results of operations in the periods under review:

In 2023, the Group disposed certain of its building material subsidiaries for a total consideration of US$ I 16. 7 million as part of a strategy to extract value across matured assets for reallocation to growth areas and maximizing shareholder value.
In June 2024, the Group disposed its 14.7% stake in SCIB Chemical, a manufacturer of decorative
paints and industrial coatings, for gross proceeds of US$ 2.5 million.

INDEBTEDNESS AND ENCUMBRANCES

Financing arrangements

The Group's loans and borrowings include outstanding amounts under the bank facilities secured by the respective Group companies as at 30 June 2025, 31 December 2024 and31 December 2023.

The following table sets forth the Group's total loans and borrowings as of the dates indicated.

				30 June	31 December	31 December
				2025	2024	2023
Loas Loas	ad ad	borowings borowings	- non-cuent liabilities .................. . - cuent liabilities ........................ ..	16.1 376.2	(S$ millions) 7.5 305.7	0.7 249.1
Total				392.3	313.2	249.8

The following tables set forth a breakdown of the Group's loans and borrowings as of the dates indicated:

Borrowing Company	Interest rate	Date of	Longterm	Short term	Bank	Total
		Maturity	Portion	Portion	Facilities	(US$
			(US$	(US$	(US$	millions)
			millions)	millions)	millions)
Orascom Construction SAE	Multiple rates	Anual			302.4	302.4
Orascom Road Construction	Multiple rates	Multiple			25.1	25.1
The Weitz Group, LLC	Multiple rates	Multiple	0.5	26.7		27.2
National Steel Fabrication	Multiple rates	Multiple			17.3	17.3
Fayoum fr Warehouse ad Depots	Multiple rates	Multiple	15.6			15.6
Others	Multiple rates	Multiple			4.7	4.7
Total as of 30 June 2025			16.1	26.7	349.5	392.3
Borrowing Company	Interest rate	Date of	Longterm	Short	Bank	Total
		maturity	Portion	term	Facilities	(US$
			(US$	Portion	(US$	millions)
			millions)	(US$	millions)
				millions}
Orascom Construction SAE	Multiple rates	Annual			235.9	235.9
Orascom Road Construction	Multiple rates	Multiple			32.7	32.7
The Weitz Group, LLC	Multiple rates	Multiple	0.6	22.0		22.6
National Steel Fabrication	Multiple rates	Multiple			12.5	12.5
Fayoum fr Warehouse and	Multiple rates	Multiple	6.9			6.9
Depots
Others	Multiple rates	Multiple			2.6	2.6
Total as of31 December			7.5	22.0	283.7	313.2
2024

Borrowing Company Orascom Construction SAE The Weitz Group, LLC Contract Watts Others Total as of 31 December 2023 Interest rate Multiple rates Multiple rates Multiple rates Multiple rates Date of Long term maturity Portion Annual (US$ millions) Multiple 0.7 Multiple Multiple 0.7	Short Bank term Facilities Portion (US$ (US$ millions) millions) 202.0 12.1 10.0 25.0 22.1 227.7 Total (US$ millions) 202.0 12.8 10.0 25.0 249.8

Contingent liabilities

This section presents a summary of the Group's contingent liabilities as of the dates indicated.

Letters of guarantee issued by the banks for the Group amounted to US$ 1,840.7 million, US$1,744.4 million and US$ 1,873.4 million as at 30 June 2025, 31 December 2024 and 31 December 2023, respectively. Uncovered portion of the outstanding letters of credit amounted to US$ 49.9 million, US$84.2 million and US$ 93.6 million as at 30 June 2025, 31 December 2024 and 31 December 2023, respectively.

Some of the Group Companies have provided general performance guarantees for the execution of major projects by certain other Group Companies.

Mechanic liens have been received in respect of one of the Group's US projects for a total of US$ 19.9 million and US$ 1.9 million as at 30 June 2025 and 31 December 2024 and US$ 5.0 million as at 31 December 2023.

DIVIDEND POLICY

General

As set out in the DIFC Articles of Association, the Company may by ordinary resolution declare a dividend to be paid to the members according to their respective rights and interests and may fix the time for payment of such dividend, but no dividend may exceed the amount recommended by the Board.

The Board may pay interim dividends if it appears to the Board that they are justified by the profits of the Company available for distribution.

As set out in the ADGM Articles of Association, the Company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends. Additionally a dividend must not be declared unless the directors have made a recommendation as to its amount and such a dividend must not exceed the amount recommended by the directors.

The tax legislation of the Shareholder's tax jurisdiction or other relevant jurisdictions and of the UAE, being the tax jurisdiction of the Company, may have an impact on the income received from the Shares.

Management is closely monitoring further developments that could impact its overall Pillar Two tax position on a going-forward basis. The Company applies the IAS 12 exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

Dividend Policy

The Company's ability to pay dividends is dependent on a number of factors, including the availability of distributable reserves, the Company's capital expenditure plans, any future credit rating considerations and other cash requirements in future periods, and there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be. See also "Risk Factors-Risks Relating to the Shares and the Listing-There can be no assurance that dividends will be paid on the Shares".

Uncollected Dividend

As set out in the DIFC Articles of Association, all unclaimed dividends, interest or other sums payable by the Company in respect of a share may be invested or otherwise made use of by the board for the benefit of the Company until claimed. A dividend unclaimed for a period of seven years from the date it was declared or became due for payment shall be forfeited and shall cease to remain owing by the Company. The payment of any unclaimed dividend, interest or other sum payable by the Company in respect of a share into a separate account does not constitute the Company a trustee in respect of it.

As per the ADGM Articles of Association, unclaimed dividends or other sums which are payable in respect of shares and are unclaimed after having been declared or become payable may be invested or otherwise made use of by the directors for the benefit of the Company until claimed. A dividend unclaimed for a period of twelve years from the date it was declared or became due for payment, the distribution recipient shall no longer be entitled to that dividend or other sum and it ceases to remain owing by the Company. Payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it.

RELATED PARTY TRANSACTIONS

Details of related party transactions entered into by members of the Group during the period covered by the financial information included in this Prospectus and up to the date of this Prospectus include those described in Notes 29 to the Financial Statements as at and for the years ended 31 December 2023 and 2024 and Note 27 to the Financial Statements as at and for the six month period ended 30 June 2025. Additionally, the Company has in the past provided financial support through related party transactions or loans to immaterial subsidiaries.

LEGAL AND ARBITRATION PROCEEDINGS

In the normal course of business, the Group is involved in some arbitration or court cases as defenders or claimants. These litigations are carefully monitored by the Senior Management, the Audit Committee, and the Board of Directors, and are regularly assessed with due consideration for possible insurance coverage and recourse rights on third parties. Other than the proceedings described below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), nor is the Company or any of the Group Companies aware of any such proceedings that may have, or have had, significant effects on the Company or the Group's financial position or profitability in the 12 months before the date of this Prospectus.

Sidra Medical Center

The contract for the design and build of the Sidra Medical and Research Centre in Doha, Qatar, was awarded by Qatar Foundation for Education, Science & Community Development ( "QF") in February 2008 to Obrasc6n Huarte Lain (55%) and Contrack Cyprus Limited (45%) (together, the "JV"), for a total contract value of approximately US$ 2.4 billion. Contrack Cyprus Limited is ultimately wholly owned by the Company.

In July 2014, when the project was approximately 95% complete, the N received a notice of termination from QF. QF also commenced arbitration proceedings against the N by serving a request for Arbitration with the ICC (seat in London).

On 1 July 2025, the ICC issued an award in the case which, in addition to confirming QF's entitlement to keep the amounts received in 2014 with the encashment of the N's guarantees, finds the N liable to pay QF the net sum of QAR 104,622,023 (equivalent to US$ 28.7 million). Contrack Cyprus is liable to pay 45% of that sum and has sufficient cash to meet this obligation. This award may still be subject to corrections under section 35 of the ICC Arbitration rules.

The arbitral tribunal has now ruled on all claims submitted by the parties except for interest and legal costs. An award for interest and legal costs is expected in the fourth quarter of 2025.

In August 2017, QF again served a request for arbitration, this time in parallel proceedings against OCI SAE with the ICC. The claims made by QF in this new arbitration arise in connection with a parent company guarantee issued by OCI SAE on 7 February 2008. QF alleged that the terms of the PCG protect it in respect of liabilities and obligations ofContrack (Cyprus) Limited on the project. This arbitration is on hold since March 2020 pending decision in the main arbitration in the paragraph above, which has been recently issued.

King Abdul-Aziz Airport Development project

Saudi Binladin Group ("SBG") entered into an EPC contract with the General Authority of Civil Aviation of the Kingdom of Saudi Arabia, for the King Abdul-Aziz Airport Development Project - Phase 1 (the "Project"). Orascom Saudi Limited ("OS"), a company in which OCI Construction Limited (Cyprus) has a participation of 60%, entered into a series of five subcontracts (the "Subcontracts") with SBG to carry out works related to the Project throughout 2011 to 2015. Under the Subcontracts, OS encountered several delays in the commencement, performance and completion of the works against the originally contemplated time schedule resulting in time and cost damages to OS.

On 25 June 2019, OS commenced arbitration proceedings claiming its entitlement to extensions of time and additional costs. In March 2025, the Parties signed a settlement agreement for the full and final settlement of all claims concerning the Project. On 30 July 2025, a consent award was issued by the arbitral tribunal reflecting the terms of the agreement signed between OS and SBG. The arbitration has been declared closed by the tribunal.

Other Claims

In addition to the cases identified above, the Group is involved in other disputes of a lower value, namely in the United States, either as defendants or claimants. Provisions are considered in the Group's accounts when deemed appropriate.

INSOLVENCY

No bankruptcy or insolvency lawsuits or inability to pay debts have arisen for the Company or the Group in the past two years.

DIFC NO OBJECTION

The DIFC Registrar of Companies has issued a certificate of no objection to the Listing in accordance with Article 33 of SCA Decision No. 11 of2016 concerning the Regulation of Offering and Issuing Shares in Public Joint Stock Companies (as amended by the SCA Decision No. 25/RM/2020).

RISK FACTORS

Investing in and holding the Shares involves significant risk, including the following:

Risks Related to the Group's Business and Operations

Inherent to the contracting business, the Group is exposed to performance-based risk in respect of its construction projects which can lead to the Group's clients liquidating outstanding guarantees in relation to projects in the event that the Group breaches the terms and conditions of the contractual agreement in relation to such projects.
The Group is exposed to risks and uncertainties in the performance of contracts, particularly fixed-price contracts. The Group's business, liquidity and ability to generate cash flow may be materially and adversely affected by matters outside of the Group's control.
The Group's financial performance may be impaired by unanticipated increases in costs associated with its services on projects being executed.
Price fluctuations, delays or disruption in the supply of raw materials and/or the rental of equipment and machinery could negatively impact the Group's business.
The Group may be subject to unanticipated payment delays from clients.
Amounts included in the Group's backlog are management estimates that may not result in actual revenue or translate into profits, and the backlog is subject to cancellation, delay and adjustments and therefore is an uncertain indicator of future operating results.
The Group, its subsidiaries, joint-ventures and associates, are and may continue to be, involved in litigation.
Labour strikes, work stoppages and other labour disputes could have a material adverse effect on the Group's business operations.
The Group is subjected to hazards that could result in liabilities and weaken its financial condition.
The Group may face unanticipated delays from third-party suppliers and sub-contractors.
Material disruptions in the supply chain could adversely affect the Group's operations.
The Group may not be able to obtain or renew required licences, permits and other authorisations and/or such licences, permits and other authorisations may be suspended, terminated or revoked prior to their expiration.
The Group may be subject to unanticipated environmental liabilities.
The Group may be exposed to foreign exchange risks on its operational currencies, including the EGP, EUR, JPY, and DZD, which may have a material effect on the Group's profitability.
If the Group does not deploy capital to, and manage, its subsidiaries, associates and minority shareholdings efficiently, its business, financial condition, results of operations and/or prospects may be adversely affected.
The Group is exposed to risks associated with investments and joint ventures.
The Group may be exposed to cybersecurity risk resulting from a cyber-attack or data breach which may result in financial loss, disruption, or damage to reputational risk. These attacks are usually represented in the form of phishing mails, ransomware, impersonation, denial of service attacks to suspend ru ing systems, data exfiltration, unauthorized access to corporate data, hacking, insider attacks, and data leakage.

Risks Related to the Industry and Market of the Group

The Group's international operations expose it to political, social and economic risks in foreign and developing countries which could negatively impact the Group's business.
Deterioration of global market and economic conditions could have a material adverse effect on the Group's businesses, financial condition and results of operation.
Market fluctuations, including potential inflation in local economies may affect some customers' ability to pay for the Groups' services, and it may also adversely affect the stability of the construction markets in those countries.
The Group operates in sectors that are highly competitive.
The Group's industry is competitive and if the Group fails to compete effectively, revenues and profitability may decline.
The Group's business is vulnerable to the cyclical nature of the end-markets the Group serves and economic downturns could reduce capital expenditures in the industries the Group serves, which may result in a decrease in demand for its services.
Deterioration of global market and economic conditions could have a material adverse effect on the Group's business, fmancial condition and results of operations.
The Group may have difficulty raising capital in the future on favourable terms, or at all, which could impair the ability to operate the business or achieve growth objectives.
The Group may be subject to environmental liabilities given the nature of our operations entails certain risks which could result in environmental and other damage.

Risks Related to the Group's Structure and its Financial and Tax Position

The Group may suffer material adverse effects on the business, results and fmancial condition if taxation rates or laws change.
The Group's indebtedness and the terms of the finance documents may impair operational flexibility.

Legal and Regulatory Risks

The Group is subject to various regulations in the countries in which it operates and is exposed to the risks resulting from changes to the regulatory environment, or a failure to comply with applicable laws, regulations, licensing requirements and codes of practice.
The Group may not be able to obtain new licenses, certificates, leases and other authorisations or renew or retain its existing licenses, certificates, leases and authorisations which the Group requires to conduct its business.
The Group's international activities increase the compliance risk associated with economic and trade sanctions imposed by the United States, the European Union and other jurisdictions.
The Group may not be able to obtain new licenses, certificates, leases and other authorisations or renew or retain its existing licenses, certificates, leases and authorisations which the Group requires to conduct its business.

Risks Related to the Shares and the Listing

The Group has been and will continue to be listed on two exchanges which may entail risks including in relation to different regulatory requirements, different trading hours, price discrepancies, clearing and fungibility, and exchange rate fluctuations.
Negative market conditions on one market on which the Shares are listed may affect the price of the Shares on the other market.

There can be no assurance that dividends will be paid on the Shares.
There is no guarantee that there will be an active trading market for the shares on the ADX.
Future sales of Shares, or the perception such sales might occur, could depress the market price of the Shares.
The Company may decide to issue and/or offer additional Shares in the future, diluting the interests of existing Shareholders and potentially materially and adversely affecting the market price of Shares.
The Sawiris Family collectively exercises control of the votes to be cast on all or substantially all matters-on which they are allowed to vote-that require a simple majority vote of shareholders.
The Group cannot assure you of the accuracy or completeness of certain facts, forecasts and other statistics obtained from various public data sources and other third-party sources contained in this Prospectus.

The members of the Board, whose names are set out in this Prospectus, are jointly responsible for the integrity of data and information stated in the Prospectus, the listing application and other documents provided by the Company.

For and on behalf of Orascom Construction PLC Name: Osama Bishai, Chief Executive Officer and Director

Signature: ---------Date: ------------

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ARTICLES OF ASSOCIATION

Articles of Association

Prior to the Redomiciliation, the DIFC Articles of Association and the DIFC Companies Law No. 5 of 2018 describe the rights and obligations associated with the ownership of the Shares in detail. Following the Redomiciliation, the ADGM Articles of Association, approved by the shareholders of the Company during the extraordinary general meeting convened on 12 August 2025 and the ADGM Companies Regulations 2020, as amended (the "Companies Regulations") shall describe the rights and obligations associated with the ownership of the Shares following Redomiciliation in detail. The DIFC Articles of Association and ADGM Articles of Association are both attached to this Prospectus.

FINANCIAL STATEMENTS

F-1