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HARVEST
Overview
Orascom Construction Industries is
a leading international construction
01 2009 highlights
02 Letter to shareholders
04 The business
Operational review
contractor and fertilizer producer based
06 Construction in Cairo, Egypt. We are one of the
region’s largest corporations with projects
08 Construction group
10 Orascom Construction
14 BESIX Group
18 Contrack
20 Construction materials and investments across Europe, the
Middle East and North Africa.
22 National Steel Fabrication
24 Alico Egypt
25 United Holding Company
25 United Paints and Chemicals
25 National Pipe Company
25 SCIB Chemical We aspire to be a company that our
26 Property management
28 Contrack FM
29 Suez Industrial Development Company
clients are proud to work with and
30 fertilizer Manufacture
32 Fertilizer group
our employees are proud to work for,
34 Egyptian Fertilizers Company
36 Egypt Basic Industries Corporation a company committed to delivering
quality work and products, safely and
38 Notore Chemical Industries
38 Sorfert Algérie
38 Gavilon
40 Corporate & Social Responsibility
42 OCI’s internal community
on schedule, and a company with an
44 OCI’s greater community
open mind ready to embrace new
opportunities and driven to deliver
Governance
48 Board of Directors
50 Report of the Directors
52 Corporate governance
55 Management’s discussion and analysis
exceptional value.
of financial condition and results of operations
60 Report of the Audit Committee of the
Board of Directors
Financial statements
63 Auditor’s report
64 Director’s statement in respect of
responsibility for financial reporting
65 Consolidated income statement
66 Consolidated balance sheet
68 Consolidated statement of changes in equity
70 Consolidated cash flow statement
71 Notes to the consolidated financial statements
98 Selected financial data
102 Management and corporate information
103 Business segments and activities
104 Investor Relations and Shareholder information
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2009
highlights
Highlights
Overview
REVIEW
OPERATIONAL
• New construction awards totaled EBITDA MARGIN
GOVERNANCE
$ 6.65 billion (EGP 36.5 billion).
• Produced and sold 1.36 million tons of RETURN ON EQUITY
STATEMENTS
FINANCIAL
$ 266 per ton.
• Fertilizer group contributed to 41.5%
of net income.
DIVIDEND YIELD
+4.0%
2009 2009 2008 2008
EGP millions $ millions EGP millions $ millions
Onsi Sawiris
Chairman Emeritus
Dear Shareholders,
OCI has managed to weather difficult global
economic conditions during 2009. Despite low
fertilizer prices and diminished construction
activity in the commercial sector throughout the
year, both our business groups have continued to
deliver solid financial results and create value for
shareholders.
CONSTRUCTION GROUP
During 2009, the Construction Group recorded
revenue growth of 6.2% and EBITDA growth
of 22.6% while maintaining an impressive
EBITDA margin of 15.0%. The Construction
“WE ENTER THE NEW YEAR WITH A Group secured $ 358 million of new work during
the fourth quarter bringing the total value of
STRONG BALANCE SHEET AND MORE THAN new awards for the year to $ 3.1 billion. Our
$ 1 BILLION OF CASH. WE ARE WELL POSITIONED consolidated construction backlog at year end
was $ 6.65 billion, a decline of only 4.0% from
TO BENEFIT AS THE GLOBAL ECONOMY RECOVERS our record backlog at the end of last year. Our
AND WILL CONTINUE TO PURSUE OUR PROVEN consolidated backlog was impacted by a 2.1%
decline in the value of Euro-based contracts
BUSINESS STRATEGIES WHICH HAVE CONSISTENTLY and approximately $ 200 million worth of
project scope reductions and cancellations to
DELIVERED SOLID FINANCIAL RESULTS.” BESIX contracts in Dubai. We continue to serve
a diversified client base across Europe, the
Middle East, North Africa and Central Asia with
infrastructure work predominate in our backlog.
Another measure of our success during these
difficult times is that Orascom Construction
rose to #41 from #77 in the annual ranking of
the world’s top 225 international contractors
complied by the Engineering News Record.
Overview
REVENUE EBITDA
BACKLOG
REVIEW
OPERATIONAL
BILLION IN 2008 MILLION IN 2008 MILLION IN 2008 billion IN 2008
first Public Private Partnership (PPP) concession the average selling price of urea rose 13.4% to skills, choosing local partners to supply materials
GOVERNANCE
to build and operate the New Cairo Wastewater $ 283 per ton and the average selling price of and other services. This differentiates us from our
Treatment Plant. The overall contract value ammonia surged 26.0% to $ 274 per ton. We competitors, increases our operational efficiency,
during the 20 year concession period is $ 472 are optimistic that market conditions for urea and and ensures our ability to operate uninterrupted
million. The wastewater treatment plant will ammonia will continue to improve during 2010. in the communities we serve.
have a capacity of 250,000 m3 per day and will
serve over one million people. The Egyptian During the year, the Fertilizer Group announced VALUE CREATION
Government intends to award several additional $ 200 million of new capital expenditure We are confident that our business strategies
wastewater treatment and desalination plants initiatives which include the upgrade of the will continue to generate exceptional returns
STATEMENTS
FINANCIAL
under its PPP concessions program during 2010. annual urea production capacity at Egyptian for shareholders. In construction, we will pursue
Fertilizers Company to 1.6 million tons, the industrial and infrastructure projects on a selective
Contrack continues to work steadily on the addition of a new ammonium sulfate production basis in our core geographic markets where
construction of the Sidra Medical and Research line with an annual production capacity of we believe we have a competitive advantage.
Center in Qatar in partnership with OHL from 300,000 tons, and the addition of a new urea In fertilizer, we intend to actively pursue new
Spain. The Sidra project is the single largest ammonium nitrate (UAN) line with an annual greenfield and acquisition opportunities to
project our construction group has undertaken production capacity of 325,000 tons. These new increase our global production and distribution
valued at more than $ 2.4 billion. Located in initiatives are on track to fully contribute to our capacity in both the nitrogen and phosphate-
Doha on the Qatar Foundation’s Education City results in 2012. Construction of Sorfert Algeria based fertilizer sectors. We are one of the few
campus, the Sidra Medical and Research Center continues to progress well with the plant 85.3% companies in the world with the proven ability to
will have more than 400 beds and offer specialty complete at year end. Commissioning of the new take large, complex greenfield fertilizer projects
care for women and children. plant is scheduled to begin later this year with full from concept to completion often under difficult
production beginning in early 2011. The Sorfert working conditions. Over the coming years, we
Looking ahead, the Construction Group has plant will be able to produce 2 million tons of believe our investments in the fertilizer industry
started the new year quite well. BESIX has been nitrogen fertilizer annually making it one of the will generate substantial free cash flows enabling
awarded several notable contracts in Abu Dhabi largest plants in the world. us to take advantage of emerging opportunities
including the Cleveland Clinic for a total contract as they arise while maintaining a strong dividend
value of € 940 million ($ 1.3 billion), of which During the year, the Fertilizer Group formed a payout policy.
BESIX has a 60% share, and the state guests’ strategic alliance with Group Fertipar to supply
reception airport terminal for € 85 million ($ 118 and distribute granular urea fertilizer products We have also embraced new ideas which can
million). Orascom Construction has also picked in Brazil. Working together with Fertipar, we create value for shareholders. In January 2010,
up several new contracts since the beginning shipped more than 169,077 tons to Brazil and we announced a 50/50 joint venture with
of the year and we are witnessing accelerated became the largest supplier of urea to market in Morgan Stanley to invest in infrastructure assets
bidding activity in the infrastructure sector in our 2009. We believe this relationship has room to in the Middle East and Africa. The proposed
core regional markets of Egypt, Qatar and Abu grow as we pursue other potential opportunities joint venture will capitalize on Morgan Stanley’s
Dhabi. Both BESIX and Orascom Construction in the country. infrastructure investing expertise and on the
will also continue to ramp up their presence strength of OCI’s local and regional presence,
in Morocco and Saudi Arabia as both markets CORPORATE SOCIAL RESPONSIBILITY awareness of infrastructure needs to originate
show signs of promise on the back of sizeable As one of the largest businesses in the Middle investment opportunities and execution
infrastructure spending plans. East and North Africa, we are committed to capabilities. The joint venture emphasizes our
improving the communities where we live conviction that the Middle East and Africa shall
FERTILIZER GROUP and work. We do this in many ways including require a significant increase in infrastructure
During 2009, the Fertilizer Group sold a total of reinvesting our capital in new plants and spending in order to sustain economic
1.358 million tons of urea at an average price businesses in the region which provide essential growth and cater to population growth. The
of $ 266 per ton and sold a total of 384,000 supplies or services and provide employment joint venture is expected to focus on equity
tons of ammonia at an average price of $ 251 opportunities both direct and indirectly. We investments in sovereign-backed and greenfield
per ton. In addition, the Group exported 22,300 are committed to maximizing the use of local infrastructure projects.
tons of ammonium sulfate at an average price resources whenever possible – bringing local
of $ 112 per ton. During the fourth quarter, people into our company and developing their
Egypt 19.1%
EUROPE 19.3%
Africa 1.2%
North Africa 15.5%
Overview
construction capabilities should be in high demand. Only a handful of
companies in the Middle East and North Africa have the experience,
management capabilities and financial strength to handle large, complex
industrial and infrastructure projects in challenging geographic locations.”
Osama Bishai, Managing Director, Orascom Construction
REVIEW
OPERATIONAL
GOVERNANCE
our strategy our values our core strengths
Targeting large, complex construction Excellence in every aspect – Our people – their expertise,
projects in emerging markets. premium quality and performance hunger for knowledge and passion
resulting from our expertise, efficiency, to excel. Above all, their loyalty
Expanding investments in fertilizer attention to detail and passion. and commitment to Orascom
production and select downstream Construction Industries.
activities. Exceptional value – value based on
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FINANCIAL
the depth of our financial resources, Our resources – capital resources
Working in partnership with local and our local knowledge and our technical that enable us to respond faster than
global leaders. expertise. our construction competitors’ and
Investing in the best people and raw materials that enable us to trade
Constructive partnerships – strong, fertilizers at market leading prices.
technologies. enduring relationships with clients and
Maintaining our commitment to partners based on trust, transparency Our experience – a tradition for
quality and safety. and results. excellence and achievement reaching
back over 50 years; an ability to share
Being a good corporate citizen Safety focused – important our clients’ perspective that gives us a
wherever we operate. consideration in every aspect of our unique understanding of their needs
operations. throughout the project cycle.
Providing products and services for
people in developing economies. Setting global standards and Our investment capability –
respecting local sensitivities – financial resources that allow us to
Searching for new opportunities in putting our expertise and experience partner with clients as both investor
order to deliver exceptional value. to work for our clients, our and contractor. The ability to self
partners and our host communities. perform and to diversify into new
Developing our people to match industries.
global standards and maintaining a
commitment to use local materials Our entrepreneurial attitude – a
and suppliers. strong appetite for investment and
diversification to grow our business
and increase revenue streams.
Construction Group 08
Orascom Construction 10
BESIX Group 14
Contrack 18
CONSTRUCTION GROUP
GOVERNANCE
including cover for demobilization costs to Foreign companies have increasingly begun to generation capacity by more than 50% over the
minimize the impact of cancellations. The risk of invest in this sector to address this need. next eight years.
cancellations is expected to be minimal in 2010
due to our focus on sovereign-backed low-risk Qatar’s “National Vision 2030” aims to Saudi Arabia has announced an infrastructure
infrastructure work, which guarantees a steady make Qatar a fully advanced country with spending package budgeted at $ 130 billion in
backlog and new awards visibility in the near high standards of living for its people through key areas, including education, health, water,
term. comprehensive spending programs. Infrastructure transport and power. The government has
development plans include the quadrupling of progressively implemented PPP projects by
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FINANCIAL
POSITIVE OUTLOOK FOR electrical power capacity by 2036 and a five-year issuing a Privatization Strategy, which sets out
INFRASTRUCTURE SPENDING $ 3.5 billion water infrastructure development a framework for private sector involvement in
To sustain economic growth and meet the needs program to overhaul 99% of the country’s infrastructure. Saudi Arabia is set to spend an
of growing populations, MENA countries need to outdated water supply network. Transportation additional $ 3.16 billion on 6,400 kilometers of
invest an average of 9.2% of their annual GDP will see the most spending in the near term, with new roads in 2010. In the medium term, the
through 2015 on infrastructure, representing a five-year $ 20 billion road building program country has allocated approximately $ 120 billion
$ 75-100 billion per year. focusing on new roads and related drainage in power funding which is needed to achieve its
and infrastructure already announced. Doha will target capacity expansion of 20 GW by 2019,
In November 2009, Egypt’s Ministry of also be spending $ 25 billion on upgrading the while another $ 200 billion is required to meet
Investment detailed its plan to award a total of capacity of its airports, ports and rail network. water demand over the next 15 years.
EGP 130 billion worth of projects ($ 24 billion)
by June 2011, or 5.2% of GDP for 2010e and In the United Arab Emirates, Abu Dhabi is Morocco is planning $ 15 billion worth of
2011e combined. The infrastructure portion planning infrastructure development worth infrastructure development through to 2015
stands at a significant 62.5% or approximately AED 1 trillion ($ 272 billion) over the next 5-7 with $ 9 billion being spent on energy projects to
$ 15 billion split into 47 projects in water, power, years with increased focus on public utility keep up with the country’s 7.5% per year power
transportation, and social infrastructure. To infrastructure spending. Abu Dhabi has also demand growth. The government has also
sustain Egypt’s real GDP growth prospects of announced a $ 68 billion public transport put forward plans for an accelerated road and
7-8% per year, the government has estimated program to be spent by 2020 which will include high speed railways program, aiming to build a
that it should allocate from 5.5% - 7.0% of a 340-kilometre-long light rail transit or tram total of 1,500 kilometers of high speed railways
annual GDP to infrastructure. system, more than 1,500 kilometers of highway by 2035. Over $ 4 billion worth of projects
improvements, new buses and ferries, and a for highway expansion, highway construction
In Algeria, the government has earmarked 130 kilometer high-speed urban metro. Abu and high speed rail links have already been
$ 150 billion to be spent on infrastructure Dhabi has also launched the construction of announced.
by 2013 on various projects including the the $ 8 billion Union Railway, which will provide
Algiers metro and national motorways worth a passenger and freight services across the UAE.
combined $ 22.4 billion and the construction The UAE has announced $ 7.5 billion worth of
of 1 million homes to help alleviate its severe projects in water and sewage infrastructure to
housing shortage. The government also plans to be tendered over the next 5 years, and plans to
implement $ 120 billion worth of energy projects spend $ 8 billion to increase the country’s power
by 2020. Additionally, the country suffers from
water scarcity and inadequate local expertise
in water desalination and distribution projects.
Commercial
11.4%
Industrial
21.6%
Infrastructure
67.1%
Overview
EGypt
53.7%
Algeria
38.7% New Awards
REVIEW
OPERATIONAL
$ 2.1 BN
Middle East Africa
7.3% 0.3% $ 2.1 BILLION IN 2009
COMPARED TO $ 1.4
Cairo Alexandria road BILLION IN 2008
GOVERNANCE
STATEMENTS
FINANCIAL
El Tebbin thermal power plant
Nagaa Hammadi barrage & hydro power plant Sidi Krir power station
FIRST PUBLIC-PRIVATE
PARTNERSHIP IN EGYPT
$ 472 M
New Cairo Wastewater
Treatment Plant
Cairo Metro
Orascom construction
GOVERNANCE
ensure efficient electrical power consumption included excavation and backfilling, construction BUILDINGS
and protect against water leakage. Other work of the base course and batching for the road At the Smart Village Cairo, Orascom
includes underground water tanks and ancillary slopes as well as construction of the asphalt Construction continued to construct ten buildings
buildings. The project is scheduled for completion pavement. New awards during the year included with a combined value of nearly $ 210 million
in Q4 2012. phase two of the New Assuit road, which (EGP 1.2 billion). Clients range from banks to
requires ORC to double the road’s lanes through real estate companies and include Commercial
TRANSPORT INFRASTRUCTURE 13.5 million cubic meters of earthwork, 1.4 International Capital Holding, HC Securities,
Work continued on schedule on Emaar Misr’s million square meters of base course work and Corplease, Sphinx Real Estate, Smart Village
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FINANCIAL
Uptown Cairo residential development, for 2.2 million meters of asphalt work. The contract Infrastructure, Smart Schools, Beltone
which we were awarded phase one of the main is valued at $ 47.4 million (EGP 260.0 million) Financial, Bank of Alexandria, Piraeus Bank
roads and utilities. Work on the $ 27.0 million and is scheduled for completion in Q3 2011. and EFG-Hermes.
(EGP 148.1 million) project includes road works,
water, sewage, lighting and electrical networks, Work was also completed on phase three of Work continued on new headquarters for both
telecommunications, 19 transformer buildings the Assuit Sohag link road, which required Misr for Clearing, Depository and Registry
and a holding tank. The project is scheduled for over 1.5 million square meters of asphalt works (MCDR) and BNP Paribas in New Cairo and
completion during Q2 2010. among other requirements. Phases one and two on the new $ 23.9 million (EGP 131.1 million)
of the Assuit road variation, valued at $ 31.4 Oman Embassy in Cairo.
Work continues on the new air traffic control million (EGP 172.0 million) were also completed.
tower at Cairo International Airport, which Work included over 6.6 million square meters New awards for the year include a $ 54.7 million
is due for completion during Q3 2010. The of excavation and backfilling as well as the (EGP 300.0 million) contract to complete the
contract was awarded in June 2007 and is transportation of 900,000 square meters of finishing work for 31 buildings at the Marassi
valued at $ 29.6 million (EGP 162.5 million). excavated rock. Sidi Abdul Rahman waterfront development,
The state-of-the-art 120 meter tower is situated $ 27.3 million (EGP 150 million) worth of
at the centre of the airport’s three runways. As of December 31, 2009, 90% of the Sohag infrastructure work for Uptown Mokattam in
Construction has proceeded without any Airport roadwork was complete. The $ 19.0 Cairo, the Housing and Development Bank’s
disruption to airport operations. million (EGP 104.2 million) contract requires the building valued at $ 28.3 million (EGP 155
construction of runways, aprons and roads for million) and enabling works for the Industrial
In Alexandria, the modernization of the Borg the new airport. Development and Workers Bank’s building
El Arab International Airport is scheduled valued at $ 3.0 million (EGP 16.5 million).
for completion during Q2 2010. OCI and Besix In May, Orascom Road Construction was
are constructing a new passenger terminal awarded the construction of section 5 of Looking Ahead
building capable of serving 1,000 passengers the Cairo-Alexandria desert road valued at Our strategic positioning in the construction
per hour. Work also includes a cargo terminal $ 132.7 million (EGP 727.8 million). The market should enable us to benefit from the
building capable of handling 10,000 tons of landmark project consists of upgrading the visible pipeline of power and water infrastructure
freight per year, aircraft aprons and taxiways, an existing road into a highway through two double projects across the Middle East and North Africa
administration building, service buildings, a car level u-turns and two high level bridges. Other over the coming years. For more than 10 years,
park, an aircraft fuel station, a metrological data work includes the addition of a service road of we have played a leading role in energy and
centre and air traffic control towers. two lanes each on both sides of the existing 160 water projects intended to support growth in
kilometer Cairo-Alexandria desert road. The emerging markets. We have built a successful
During the year we were awarded phase two project is scheduled for completion in Q1 2012 track record and have assembled an impressive
of line three of the Greater Cairo Metro and was 10% completed as of the end of the team of construction managers, engineers and
by the Egyptian National Authority for Tunnels. year. craftsmen. We are confident that Orascom
The $ 140.0 million (EGP 767.9 million) contract Construction will continue to be a contractor
covers the project’s civil, electromechanical and Orascom Road Construction was also awarded of choice for both public and private sector
railway work. the El Minya-Assuit road during the year. infrastructure developers in the region.
Works include excavation and backfilling as well
During the year, Orascom Road Construction as the construction of the base course, asphalt
completed phase one of the New Assuit road pavements and culverts. The project is scheduled
on schedule. Work on the 112 kilometer road for completion in Q3 2010.
Industrial
11.0%
Infrastructure
27.4%
Commercial
61.6%
Established in 1909, BESIX Group is a global multi- The Shamaha-Saadiyat Freeway and
incorporated 1.4 kilometer Sheikh Khalifa
service group offering engineering, procurement Bridge was inaugurated in October. The scope
included the construction of a 27 kilometer
and construction services. The Group operates in the expressway with three interchanges and 17
bridges, each with ten lanes and all associated
construction, real estate and concessions sectors of utilities and lighting. The freeway stretches from
19 countries. Their core construction competencies Port Zayed on the Abu Dhabi mainland to the
Shahama District, passing through Saadiyat
include buildings, infrastructure and environmental and Yas islands and was commissioned by
Aldar Properties. This is part of a larger 30
projects, industrial civil engineering, maritime and bridge project signed with Aldar to develop the
port works and real estate development. transportation in and around Yas Island. This
includes the Sheikh Khalifa Bridge, one of the
largest infrastructure developments in Abu Dhabi.
The bridge required 15,000 tons of asphalt and
15,500 tons of reinforced steel to complete.
BESIX won € 1.3 billion ($ 1.8 billion) in new TRANSPORT INFRASTRUCTURE
awards during 2009, replenishing the backlog BESIX has continued to benefit from the surge In November, Yas Island’s Ferrari Experience
to remain at € 3.0 billion ($ 4.2 billion) as at in transportation infrastructure tendered by superstructure (core and shell) was completed
31 December 2009. 42.2% of new awards governments in Europe, Africa and the Middle by Six Construct in time for the first Formula 1
and 52.7% of the Group’s turnover was from East, especially Abu Dhabi, which represents race in Abu Dhabi. Over 25,000 tons of steel
outside the France-Benelux region. The Group’s 62.1% of the Group’s total backlog. was required to reinforce the structure. The
backlog continues to be present in a wide array uniquely shaped 170,000 square meter red roof
of markets, including the Middle East, Benelux- In September, construction began on the second is adorned with the largest Ferrari logo ever
France region and Central and North Africa. Coentunnel, parallel to the first Coentunnel in created, measuring 65 meters x 48.5 meters.
order to relieve heavy congestion during rush
In January, BESIX concluded the acquisition of hour. The contract is one of Amsterdam’s largest Work continues as scheduled on phase one
the Franki Foundations Group Belgium and Public-Private Partnerships under a Design, of the Al Sufouh Transit System in Dubai,
its subsidiaries. Franki Foundations offers total Build, Finance, Maintain (DBFM) structure. The the UAE’s first tram network. The network will
solutions for numerous types of foundations, second tunnel will consist of three fixed lanes have 11 trains and 13 stations running 9.5
from engineering, consultancy and design to the and two variable lanes, which will be opened in kilometers along the Al Sufouh Road to link
execution of a wide range of techniques for pile the direction which traffic is the heaviest. As an Madinat Jumeirah, Mall of the Emirates, Dubai
foundations and slurry walls, deep excavations 18% share of the winning consortium, BESIX will Marina and Jumeirah Beach Residence. It will also
and soil improvement. It is a renowned leader take part in construction of the second tunnel, connect to three stations of Dubai Metro’s Red
in this industry and is known for its technical renovation of the first and the maintenance of Line. The project was nearly 20% complete at
robustness and engineering capabilities. Franki both for 30 years. Construction is scheduled for year-end and will be operational by April 2011.
Foundations is an innovator in the ‘deep completion in 2013. BESIX expects additional work on phase two, a
foundations’ market. 4 kilometer extension with six more stations.
Work on the DoDo tunnel in Utrecht, the
The Group, which has continued to target large- Netherlands is scheduled for completion at the The Group is currently designing and building
scale projects in the Gulf and Europe into 2010, end of 2010. The Netherlands’ first overland the largest civil engineering project underway
has been awarded several notable contracts in tunnel, consisting of four 1,650 meter shafts, in Equatorial Guinea: the Riaba bridges on
Abu Dhabi including the Cleveland Clinic for will make it possible to channel traffic between Bioko Island, due for completion mid 2010. The
a total contract value of € 940 million ($ 1.3 Amsterdam and Utrecht on two five lane project involves the construction of three pre-
billion), of which BESIX has a 60% share, and the carriageways. The tunnel will relieve congestion stressed reinforced concrete bridges of 185, 139
state guests’ reception airport terminal for € 85 in the area and will replace the old A2 motorway, and 192 meters long, spread over a distance of
million ($ 114.9 million). creating room for housing. 5 kilometers.
Overview
other
2.7%
Nemetschek
Engineering User
Europe Contest 2009
REVIEW
OPERATIONAL
28.4%
SPECIAL PRIZE
Middle East
OF THE JURY
68.9%
Awarded for the
Tornado Tower in
Brussels square Doha, Qatar
GOVERNANCE
STATEMENTS
FINANCIAL
Maastoren, Netherlands
Saint Avold power plant, France Yas Island’s Ferrari Experience superstructure
Global Water
Awards 2009
WINNER OF
WATER DEAL
OF THE YEAR
Awarded for the Abu
Dhabi Independent
Sewerage Treatment Plant
(ISTP2) with Six Construct
Besix Group
MARINE INFRASTRUCTURE
Known for its marine works expertise, BESIX is
currently working on two ports in the Middle
East. In Qatar, Six Construct is working on the
civil engineering package and construction of
pontoons for the expansion of the Ras Laffan
Port for Qatar Petroleum and is on track for
completion in 2011.
GOVERNANCE
WATER TREATMENT Also in France, BESIX is constructing a new In Brussels, the newly renovated Brussels
With a view to strategically position itself in the natural gas-fired power plant at Emile Square Meeting Center (previously called the
rapidly growing water treatment market, BESIX Huchet, the existing power plant site in Saint `Palais des Congrès’) was delivered on schedule
added additional UAE-based water treatment Avold for Siemens. The plant consists of two in July. The new center offers 35,000 cubic
contracts to its backlog during the year. units, each having a capacity of 430 MW, meters of buildings and 15,000 cubic meters
making the facility France’s largest new combined of parking space, giving a total surface area of
One such project is the Saja’a wastewater cycle plant to date. The plant is scheduled to go approximately 50,000 cubic meters. The complex
treatment plant in Sharjah’s Al-Saja’a Industrial into operation in 2010. is entered via a 15 meter high glass cube inspired
STATEMENTS
FINANCIAL
area, for which BESIX is constructing the by the Louvre pyramid and includes three
discharge tanker and sewage treatment plant. BUILDINGS auditoriums, a 4,000 square meter, 5.5 meter
The plant’s total water treatment capacity, which BESIX is a leading contractor for landmark high multifunctional exhibition space and twenty
will be commissioning in three equal phases, will buildings across Europe and the Middle East. meeting rooms.
be 300,000 cubic meters a day of wastewater. Significant projects include the Burj Khalifa,
The project is scheduled for completion in 2012. which was inaugurated on January 4th, 2010. LOOKING AHEAD
Standing at a height of 828 meters, the Burj In October, € 6.5 million ($ 9.3 million) capital
Work on the Abu Dhabi and Al Ain Khalifa is the world’s tallest man-made structure. expenditure on the Ambiorix, BESIX’s impressive
wastewater treatment plants was The 160 storey multi-purpose development backhoe dredge, was decided upon. The
approximately 32% complete at year end. The houses a 42 floor hotel, 98 floors of residential upgrades will provide BESIX with a state-of-
25-year contract to build, own and operate the accommodation and 21 office levels, including an the-art vessel capable of completing BESIX’s
plants was awarded to BESIX and Veolia Water observatory. Since construction began in 2005, large-scale harbor and marine projects. The
by the Abu Dhabi Water and Electricity Authority it required more than 365,000 cubic meters of Ambiorix will re-launch at the Tanger Med II
in 2008 for a combined value of a € 525.0 concrete and 10,000 workers to complete. port in Morocco and will complete the project’s
million ($ 752.0 million). conversion works in June 2010.
In October, the 5 star Mazagan Beach Resort in
In May, the Jumeirah Golf Estate Sewerage Morocco was inaugurated. BESIX and Somagec As part of the Group’s growth strategy, BESIX set
Treatment Plant in Dubai was renegotiated constructed the 500-room hotel sprawling up a new branch in Saudi Arabia in 2009. Other
with Nakheel in 2009 to have the capacity to over 250 hectares inspired by traditional markets targeted include Trinidad & Tobago and
treat 110,000 cubic meters per day. BESIX and its Moroccan architecture. The project, valued at the Republic of Azerbaijan, where the Group
consortium partners will design build and operate € 115.0 million ($ 164.8 million) required the completed a dock and storage yard.
the membrane biological reactor plant for an construction of roads and utilities networks, a
extended period of 30 years from ten. waste water treatment and recycling plant and In order to capitalize on the growing number of
landscaping. government-backed awards in its key markets
POWER AND INDUSTRIAL PLANTS and develop alternative revenue streams, BESIX
In May, the first phase Georges Besse II In Europe, landmark building projects completed has expanded its range of skills over the past
uranium enrichment plant in the South of France during the year include the construction of years to establish itself as a specialist in long-
was inaugurated by AREVA. The two wings of two high-rise towers in the Netherlands: the term concessionary forms of contracts including
the plant should reach total a capacity of up 165 meter Maastoren, the country’s tallest Public-Private Partnerships (PPP), concessions
to 7.5 million separative work units per year in building, and the 158 meter New Orleans, the and DBFM’s. BESIX will continue to cater to the
2016, enriching uranium up to a maximum of country’s tallest residential tower. The final phase increasingly complex construction projects in its
6%. BESIX is also constructing the plant’s second of the Schiecentrale, a former power station core competencies while targeting new markets.
phase. The € 3.0 billion ($ 4.3 billion) plant is being converted into a multifunctional office
a landmark project in France and is one of the complex, was also completed during 2009. The
country’s largest investments of the decade. complex required 5,000 cubic meters of stainless
steel gauze and covers a total surface area of
approximately 40,000 cubic meters.
Infrastructure
81.9%
INSTITUTIONAL
18.1%
Contrack is a leading international construction family and staff, the all-digital, wireless clinical
care facility will house 382 beds with potential
company. It provides engineering, procurement expansion to 550. The biomedical research
component will house five core facilities.
and construction services as well as facilities
Construction at Sidra is scheduled for completion
operation and maintenance primarily on in 2012. Work includes the construction of
institutional and infrastructure projects the main hospital, the outpatient clinic, an
underground car park, a multi-storey car park
throughout the Middle East and Central Asia. and the central services building, as well as
numerous ancillary buildings and facilities.
Overview
Qatar
Egypt 78.3%
1.8%
Afghanistan
REVIEW
OPERATIONAL
16.9%
UAE
Jordan 0.4%
0.1%
Bahrain
Lebanon
2.4%
0.1%
Al Reem Island Al Reem Island
GOVERNANCE
STATEMENTS
FINANCIAL
Qatar Petroleum Foundation’s Sidra Medical and Research Center
Employees Employees
500 345
WWW
www.scibpaints.com
FABRICATION
Tunisia
12.5%
Morocco
2.8%
Egypt
84.7%
REVIEW
OPERATIONAL
120,000
tons
Three plants in Egypt and
one in Algeria
Steel rebar NSF factory
GOVERNANCE
STATEMENTS
FINANCIAL
Damietta Port
Production facilities
1,000,000
Sq m
NSF factory
Construction materials
Smart Village
ALICO At the Smart Village Cairo works were Real Estate Development
2009 was a year of continued transformation completed on the office buildings of Piraeus • Aluminum windows and doors for villas and
for Alico. The company welcomed a new Board Bank, HSBC and Commercial International townhouses at Marassi Sidi Abdel Rahman
member and General Manager along with new Capital Holding (CICH) for a combined value of worth $ 0.8 million (EGP 4.3 million).
product lines serving the residential sector in its $ 4.1 million (EGP 22.5 million). Other completed • Aluminum windows and store fronts for the
core markets of Egypt, Algeria, Libya and Sudan. work in Egypt includes a $ 1.4 million (EGP 7.8 El Souk open mall at Madinaty in New Cairo
Among the newly launched products for the million) contract for a private office building and worth $ 0.6 million (EGP 3.4 million).
residential sector is a new window system to aid the Sonesta Cairo Hotel new extension worth
the construction of villas and compounds. $ 0.6 million (EGP 3.2 million). Corporate Offices
• Aluminum curtain walls, windows,
Following 2008’s review of company operations Ongoing work in the 2009 backlog include over architectural canopies, skylights and suspended
and procedures, Alico achieved an impressive $ 29.2 million (EGP 160.6 million) of contracts glass walls at the Sphinx office building in
50% increase in revenues during the year. This in progress, comfortably taking Alico through Cairo worth $ 1.9 million (EGP 10.5 million).
was attained through stricter compliance with to 2011. Projects due for completion in 2010 • Aluminum curtain walls, doors, windows and
schedules, the maximization of labor force include the Saudi Arabian Embassy’s Residential architectural canopies for the Kuwait Real
productivity, improvements on project and cost and Mission Towers, three buildings in the Smart Estate Investment office worth $ 1.1 million
control procedures, a 30% increase in production Village Cairo worth $ 3.8 million (LE 20.9 million), (EGP 5.9 million).
capacity, an expanded product range and deeper villas and townhouses at Marassi Sidi Abdel • Aluminum curtain walls, cladding, sun-breakers
penetration of its export markets. Rahman and five office buildings for high profile and windows for Act and Incolease, an
clients worth $ 7.5 million (EGP 40.9 million). advanced computer technology and incolease
The company streamlined communication company in Cairo worth $ 0.6 million (EGP 3.1
between its Cairo and Alexandria offices and NEW CONTRACTS million).
with its plant in Ain Sokhna through the New contract awards in 2009 surpassed $ 25.0
installation of new IT servers, placing all three million (EGP 139.0 million), a 14.0% increase EXPANSION
sites on one shared network. The new system over 2008. Significant contracts include: As part of 2009’s expansion strategy, the
has sped up workflow between the sites and company purchased a new double head saw
significantly increased Alico’s capacity to store Banking and Finance machine for aluminum fabrication to increase
and process information. • Aluminum curtain walls, cladding, architectural production capacity and enhance quality. Alico
canopies windows and doors for the new BNP also struck initial agreements to purchase a new
PROJECT UPDATES Paribas Bank headquarters in New Cairo glass processing line to expand its market reach
During the year under review, Alico completed worth $ 2.6 million (EGP 14.0 million). in the glass supply business.
major projects with a total combined value of • A skylight, sun-breaker, aluminum curtain walls
$ 20.0 million (EGP 109.6 million). and cladding for the Bank of Alexandria San New machinery to expand production lines will
Paolo building worth $ 1.3 million (EGP 6.9 be installed during 2010. Alico also plans to
The Fairmont Hotel at Nile City Towers million). launch new products in the coming year.
was completed in March. The $ 1.9 million • Aluminum curtain walls, cladding and doors
(EGP 10.3 million) contract includes the supply for the Housing and Development Bank
of 600 square meters of curtain walls, aluminum worth $ 1.1 million (EGP 6.0 million).
windows, a skylight and 1,400 square meters of • Aluminum curtain walls, cladding, architectural
external aluminum cladding. canopies and doors for the El Amwal
El Arabia office building worth $ 0.9 million
Further work was completed at the new terminal (EGP 4.9 million).
three building at Cairo International Airport. • Aluminum windows, curtain walls,
The prestigious contract worth $ 12.0 million cladding and doors for the new National
(EGP 66.0 million) includes the supply of 38,000 Development Bank headquarters worth
square meters of glazed curtain walls and 30,000 $ 0.7 million (EGP 3.8 million).
square meters of external aluminum cladding.
GOVERNANCE
UNITED HOLDING COMPANY NATIONAL PIPE COMPANY SCIB CHEMICAL
In 2009 UPC spun off its investments in Egyptian The National Pipe Company (NPC) is Egypt’s SCIB Chemical manufactures decorative paints
Gypsum Company, BASF Construction Chemicals leading manufacturer of precast and pre-stressed and industrial coatings primarily for contractors
Egypt and A-Build Egypt to the newly created concrete pipes. Pipes are primarily for water across Egypt. Their factory in 6th October City is
United Holding Company (UHC), of which OCI transmission pipelines and wastewater force capable of producing up to 70,000 kiloliters of
owns 56.5%. mains applications in infrastructure projects. paint annually. Materials are provided for projects
across the country, often in conjunction with
The Egyptian Gypsum Company is a leading In August, NPC commissioned a new production Orascom Construction.
STATEMENTS
FINANCIAL
supplier of building plasters in Egypt; BASF line at its factory in 6th October City, taking its
CC Egypt manufactures chemicals for the annual production capacity to 86 kilometers of During the year the company launched
construction industry and A-Build Egypt is a concrete piping. AQUALAC, the first and only water-based, non-
waterproofing contractor. yellowing enamel available in Egypt. It is a lead
During the year NPL was awarded $ 32.8 million free quick-drying acrylic based paint. The product
UNITED PAINTS & CHEMICALS (EGP 180 million) in new work, taking the has enjoyed successful market integration
United Paints and Chemicals (UPC) is the largest company’s backlog to $ 54.6 million (EGP 300.0 through an aggressive marketing campaign by
manufacturer of cement based ready mix mortars million). Significant projects include 8 kilometers SCIB’s sales team.
in powdered form used by the construction worth of piping ordered by the Arab Contractors
industry in Egypt. Its product is sold under the at 10th of Ramadan City. The pipes ordered are SCIB was also awarded designation as a
brand name Dry Mix. During the year, OCI some of the largest ever produced in the region Superbrand in Egypt for the third consecutive
increased its stake in UPC to 50.6% from 50%. with dimensions of 2.5 meters high by 6 meters year. The award is managed by the Superbrands
long. The project is scheduled for completion organization, an international independent
During the year, the company added a 12,000 in August 2010. The 6th October Electricity arbiter of branding.
ton per year production line at its state-of-the-art Company also ordered 73 kilometers worth
plant at 6th October City, taking its total annual of piping, with dimensions of 2.2 meters high A new factory adjacent to their current complex
production capacity to 240,000 tons. by 6 kilometers long. The first batch of pipes is is currently under construction. Once complete in
scheduled for delivery in May 2010. October 2010, SCIB will be capable of producing
Significant contracts awarded during 2009 up to 120,000 kiloliters of paint annually.
include the supply of products to the Porto
Marina and Porto Sokhna resorts in Egypt, as
well as Al Rehab City and Madinat City, both
major new urban developments in New Cairo.
INDUSTRIAL
4%
RESIDENTIAL
1%
MEDICAL
4%
FINANCIAL
17%
CORPORATE
78%
Contrack FM
Contrack FM is Egypt’s premier facility and maintenance services to over 70 HSBC locations
including HSBC’s headquarters in Cairo.
property management services provider, offering Contrack FM continues to provide at-cost
expertise in a full menu of facility services to assist janitorial services to the Children’s Cancer
Hospital Egypt, the region’s first children’s cancer
clients in managing, maintaining and operating hospital developed by an international team of
their properties. Contrack FM undertakes all experts to meet the strictest international health
standards.
non-core services, from hard engineering to
INVESTMENT
housekeeping and janitorial needs for the Contrack FM successfully achieved its investment
maximization of asset value. targets during 2009, receiving ISO 9001
accreditation for quality management and
ISO 18001 accreditation for health and safety.
The Archibus computerized maintenance
management system was also implemented,
2009 was a year of continued growth for CLIENTS AND CONTRACTS allowing Contrack FM to automate the
Contrack FM, cementing the company’s status as Contrack FM retained and grew its client generation and follow-up of work orders as well
Egypt’s leading Facilities Management company portfolio to reach a total combined value of as scheduling for preventative maintenance of all
and the number one choice for companies in $ 12.0 million in 2009, with no cancellations assets under management.
the financial sector. Within the first five years of services since the company’s inception. The
of operations, Contrack FM has grown from a company provides services to over 70 local and Both Archibus and other significant employee
150-employee company servicing one complex international client companies in Egypt. and business development investments have
to employing over 2,300 people in sites across resulted in marked improvement in all services
Egypt. At the Smart Village Cairo, a 300-acre site for offered to clients, demonstrated by Contrack
offices of high tech and financial businesses, FM’s renewal of all contracts awarded since its
The company’s newest service center in Abu Contrack FM provides total facilities management incorporation.
Rawash, complete with a central warehouse and services to 25 clients in 33 buildings. Services
administrative building, opened its doors in 2009 include electromechanical, civil, façade and LOOKING AHEAD
and strategically places Contrack FM to service architectural maintenance, janitorial and security With the Abu Rawash service center targeting
all projects west of the river Nile. Contrack FM services. The combined value of all Smart Village a new area in Egypt, more buildings scheduled
continues to finance its growth from its own cash contracts is $ 3.6 million (EGP 20.0 million) for completion at the Smart Village and ISO
flow by reinvesting all earnings into the business, annually. accreditation for both quality management and
which is reflected in bottom line earnings. health and safety, Contrack FM is on-track to
Other on-going full service contracts include broaden its growth prospects in 2010.
Contrack FM offers total property and facility Mobinil and the Nile City Towers complex: two
management. Services include operation and 34-storey office towers with over 200,000 square Key targets for the coming year include the
maintenance of technical systems, housekeeping, meters of office space, valued at a combined area of New Cairo to the south of the city and
janitorial, cleaning and catering services, $ 3.2 million (EGP 18.0 million) annually. the consideration of possible expansion into
landscaping, gardening and pest control, security the Gulf.
and risk management. At a time when finances In the financial sector, Contrack FM counts
are tight, the company’s services will maintain both public and private institutions as clients,
and add value to the physical assets of their including HSBC Egypt and the Central Bank
clients. of Egypt under on-going annual contracts.
Contrack FM was first contracted by HSBC in
2006 to service 36 branches; today, Contrack FM
provides electromechanical, civil and architectural
Overview
TOTAL REVENUE EGP 35.1 MILLION
Development
Company
LAND SALE
64%
REVIEW
OPERATIONAL
SERVICES & UTILITIES
0.1%
SIDC
GOVERNANCE
The Suez Industrial Development Company
(SIDC) owns an 8.75 million square meter
industrial park in Ain Sokhna Egypt. During 2009
SIDC sold a total of 90,521 square meters of
land, with 3,173,664 square meters remaining
STATEMENTS
FINANCIAL
for sale. Based on client numbers and land sold,
they lead the market in the Suez area.
Clients operating from the industrial park As the developer and utilities facilitator SIDC is LOOKING AHEAD
include four of Orascom Construction Industries’ responsible for all onsite facilities, from irrigation, In 2010 further improvements are planned,
companies: Egyptian Fertilizers Company roads and street lighting to water, gas, electricity including:
(EFC), Egypt Basic Industries Company (EBIC), and telecommunications networks. Client’s
Alico Egypt and National Steel Fabrication annual maintenance fee includes the provision • Phase 2 of its landscape and irrigation
(NSF). and upkeep of all these services. Housing for network;
employees of SIDC and its clients is also available • Increasing the SIDC Industrial Park landline
The workshop for Orascom Construction’s at an additional cost. services with Telecom Egypt and capacity/
precast concrete products is also located at the speed with LINKdotNET, an internet and
Suez Industrial Development Company (SIDC), as SITE DEVELOPMENT data service provider, through high-speed fiber
well as our mobilization unit, warehousing and During the year major site developments were optic cables;
workshops for all Ain Sokhna based projects. initiated and/or completed, including: • Phase 2 of its water & electricity network for
new clients;
By having these companies and facilities based • Increasing SIDC’s electricity capacity for existing • Construction and establishment of a central
within SIDC’s industrial park we benefit from and future clients to 25 MVA by installing a control center to operate and monitor all of
business synergies. Orascom Construction new electricity distributor; SIDC’s infrastructure;
Industries as a whole benefits from money • Completing phase 1 of its landscape and • Increasing electricity capacity and cabling for
staying within the group. irrigation network; new clients, such as Verdi (manufactures
• Commissioning of a water pumping station to ceramics) and NSF.
During the year contracts were negotiated and increase water capacity to 30,000 cubic meters
signed with two new clients and one existing per day. This excludes EBIC‘s and EFC’s water
client for land totaling 90,521 square meters needs of about 42,600 cubic meters per day;
at a combined value of $ 2.9 million (EGP 15.9 • Construction and operation of HSBC, the first
million). The new clients, all freeholders, include bank in the Sokhna Industrial Zone, inside
the International Environmental Services SIDC Industrial Park;
Limited Company (IES) (an oil treatment and • Obtaining environmental approval for the non-
recycling company) and the Poly Kim for PET hazardous solid waste disposal dumping area.
Manufacturing Company (manufactures
granules of Poly Ethylene Terephthalate). Our
existing client, the Egyptian Chinese High
Voltage Networks Company (manufactures
high voltage cables), purchased additional land
for its phase 2 expansion.
Orascom Construction Industries 29
Annual report 2009
Fertilizer
manufacture
Fertilizer Group 32
Egyptian Fertilizers Company 34
Egypt Basic Industries Corporation 36
Notore Chemical Industries 38
Gavilon Group 38
Sorfert Algérie 38
Ownership Ownership
24% 18.1%
Markets Markets
Principally Nigeria and export markets. Principally in the USA, Mexico and Africa.
Employees Employees
Staffing strategy under review. 930
fERTILIZER GROUP
GOVERNANCE
PRODUCT DIVERSIFICATION Our ammonium sulphate, produced using OCI and urea plant in Algeria. Construction work on
As part of our strategy to become a ‘one-stop- ammonia on a toll manufacturing basis with the Sorfert Algérie was 85% complete at year end
shop’ for nitrogen-based fertilizer consumers and Egyptian Financial and Industrial Corporation and is scheduled to begin urea production in late
distributors, we have embarked upon several (EFIC), is exclusively marketed by OCI in the 2010. Sorfert will be able to produce 2.0 million
initiatives at our plants in Egypt to include the international export market. We have successfully tons of nitrogen fertilizer annually making it one
production of derivative nitrogen-based products introduced nearly 22 thousand tons of product of the largest plants in the world.
by 2012. to several markets in Africa, Asia and South
America to unequivocal praise regarding quality. Our distribution arm intends to expand into new
STATEMENTS
FINANCIAL
OCI is currently constructing a 325 thousand ton markets during the coming year, targeting new
per year urea ammonium nitrate blending facility STRATEGY destinations in Africa and Latin America. We are
at EFC, scheduled for completion in 2010. OCI Our goal is to become a global leader in the also exploring opportunities to strengthen our
currently produces ammonium sulphate on a fertilizer industry, without losing our focus on the presence in Sudan, including the use of physical
toll-manufacturing basis and expects to complete bottom line. It is not our strategy to become the outlets to overcome trade finance difficulties.
its own 300 thousand ton per year ammonium biggest producer, or to be active in every market, Given our proximity to Sudan, the consequent
sulphate production plant during 2012. or to produce every product. Our strategy is freight advantage will maximize our profits.
purely to become the most profitable fertilizer
GLOBAL TRADING & DISTRIBUTION producer. We will also continue to develop our distribution
NETWORK channels in Brazil, Western Europe and South-
During the year, our experienced trading team By investing in new plants utilizing the latest East Asia, allowing us to quickly respond to the
extended OCI fertilizer product presence by production technologies in countries with chronic nitrogen-based fertilizer product deficits
penetrating several new markets on all five arable competitively priced raw materials or feed stocks, in those markets. By ensuring an established
continents. Through our strategic alliance and we have positioned our fertilizer group as a high presence in these markets as a reliable, high
50/50 joint venture with FITCO/Fertipar for the quality, low cost producer. By developing our quality producer, we will create a natural route
exclusive supply and import of OCI granular urea, distribution channels in key countries, we are for Sorfert once it begins production.
we were able to acquire over 30% market share creating long term customer relationships and
in Brazil, one of the world’s largest consumers of building a recognizable brand identity. Through BUSINESS SYNERGIES
nitrogen-based fertilizer. implementing this strategy, we will be able to During 2009, we embarked on several synergy-
deliver value to all our stakeholders and generate building and cost-saving activities leveraging
Egyptian Fertilizer Trading (EFT), our trading arm exceptional returns for shareholders. the proximity and location of EFC and EBIC.
based in Dubai, trades external OCI-branded These initiatives have resulted in an additional
product to create a home in the international BUSINESS DEVELOPMENT 56 thousand tons of annual urea production
market for Sorfert product coming on-steam in As a leading industrial contractor with a proven capacity at EFC, through the construction of
2011. In its first year of operation, EFT traded track record in the construction of fertilizer plants both an ammonia pipeline and a CO2 pipeline
over 1.1 million tons of nitrogen-based fertilizers, in partnership with technology leaders such between the plants.
of which 139.1 thousand tons were external as ThyssenKrupp Uhde and Kellogg Brown &
OCI-branded product and 930 thousand tons Root, we are able to leverage our construction As our product portfolio develops, we will
were urea produced at EFC. Consequently, our capabilities with greenfield fertilizer projects, continue to explore new debottlenecking
fertilizer group exceeded its planned sales volume reducing the time and cost of development and opportunities at both EBIC and EFC in close
by nearly 5%, up 4.2% over 2008. Distribution maintenance. discussion with our equipment suppliers, and
costs were 7% below budget for the year due to will continue to seek further tie-ins between our
the team’s intelligent freight management and During 2010, we will focus on the timely facilities where it geographically and economically
capitalization on possible economies of scale. construction of both our fertilizer derivatives makes sound business sense.
and of Sorfert Algérie, our greenfield ammonia
North America
11.6%
Other 4.4%
Africa 9.9%
Europe 29.2%
Asia 23.6%
Acquired from Abraaj Capital in February 2008, equipment and the maximization of how the In addition, both plants have been tuned to
Egyptian Fertilizers Company (EFC) is now the products and by-products of both plants are share some utilities, primarily electricity and
flagship and principal operating business of OCI's produced and used. Through management’s cost waste water. This not only generates savings in
growing fertilizer group. EFC achieved record initiatives and new procurement processes, EFC capital expenditure, but also allows each plant
sales volumes in 2009 moving 1.358 million tons achieved significant cash cost savings during the to depend on the other for backup in case of
of granular urea to end users in Europe, Central year of over $ 10.0 million. a malfunction, making our operations at both
Asia, and North and South America. Average plants even more reliable.
selling prices declined to $ 266 per ton during By 2012, EFC will increase production to 1.6
the year, down from the record selling prices million tons of urea through a production PRODUCT DIVERSIFICATION
of $ 488 per ton during 2008. Driven by high line revamp and tie-ins with EBIC, including During the year, EFC sold 22 thousand tons
demand for its product, EFC ended the year an ammonia pipeline linking the facilities for of ammonium sulfate (AS) to the international
with a zero stock balance and maintained its 4% seamless supply of excess ammonia from EBIC export market, produced through its toll
market share of global traded urea supply. to EFC. This enables essential maintenance of manufacturing agreement with the Egyptian
EFC’s ammonia plant, without disruption of urea Financial and Industrial Corporation (EFIC).
BUSINESS SYNERGIES production. During maintenance shutdowns, Additionally, OCI expects to complete its own
The EFC plant is located on the grounds of EFC will temporarily get all of its ammonia supply 300 thousand ton per year ammonium sulfate
Suez Industrial Development Company’s (SIDC) from EBIC. production plant during 2012.
industrial park in Ain Sokhna and across the
street from the Egypt Basic Industries Corporation A second pipeline supplying EFC with EBIC’s OCI is currently constructing a 325 thousand ton
(EBIC) plant. The close proximity of both plants ‘waste’ CO2 began flowing in mid-2009. EFC per year urea ammonium nitrate (UAN) blending
allowed the realization of synergies with EBIC. is able to reduce production costs by using less facility at EFC, scheduled for completion in 2010.
natural gas in its production process and EBIC
During the year, the fertilizer group management is able to decrease its pollutant CO2 emissions.
team identified several cost-cutting initiatives During the year, EFC was able to produce an
including bulk purchase of raw materials, additional 56 thousand tons of urea using EBIC’s
products and services, shared utilities and CO2, contributing to a lower cash cost per ton.
These and other tie-ins became fully operable in
August 2009.
1.3
REVIEW
OPERATIONAL
MILLION TONS
EFC EFC
ANNUAL CAPACITY
GOVERNANCE
STATEMENTS
FINANCIAL
EFC EFC
EFC
CORPORATION Asia
44.4%
Middle East
19.5%
North America
25.6%
Europe
10.6%
Orascom Construction Industries is a 60% SUCCESSFUL COMMISSIONING Through a CO2 pipeline, EBIC supplies EFC with
stakeholder in EBIC, with the balance of the EBIC exported over 360 thousand tons of the excess CO2 produced in the manufacture
equity held by Kellogg Brown & Root (KBR), ammonia during the year in 16 shipments. In of ammonia. During 2009, EBIC reduced its
government-owned EGAS, and a number of addition, EFC purchased 35 thousand tons of carbon emissions by approximately 80 million
private investors. Orascom Construction, in ammonia for the production of granular urea. cubic meters. In manufacturing ammonia, EBIC
partnership with KBR constructed the plant would have vented its CO2 into the atmosphere.
over 36 months. KBR supplied its latest and The geographic location of the plant and The pipeline has proven to be beneficial to
commercially proven KBR Advanced Ammonia its logistics infrastructure give EBIC a unique the environment and enables EFC to produce
Process (KAAP) technology. advantage in the market place as it is a cost additional urea.
effective exporter to the east and west of the
EBIC’s first shipment set sail from Sokhna Port in Suez Canal having a competitive reach from LOOKING AHEAD
May 2009, transported from the plant to two the US Gulf Coast to Japan. This advantage is With EBIC’s first full year of production beginning
40,000 ton port storage tanks via an 8 kilometer evident in EBIC’s varied sales destinations, which in 2010, OCI is studying the availability of
pipeline. EBIC’s storage tank capacity is unique in include the United States, China, Jordan, Taiwan, strategically dedicating storage tanks to EBIC
the region giving it marketing and vessel logistics Belgium and South Korea, among others. in chronic deficit markets, facilitating speedy
flexibility to take advantage of scale economies in delivery and increasing the plant’s profit margins.
the global freight market. BUSINESS SYNERGIES
In the spirit of cost effectiveness and extracting EBIC is set to benefit from tight supply-demand
EBIC will begin its first full year of production synergies, EBIC and Egyptian Fertilizers Company balance east of the Suez Canal. This, along with
in 2010, constituting approximately 5% of the (EFC) actively maintain several storage and raw signs of a strong spring season and EBIC’s ability
global traded ammonia supply. materials tie-ins, including water, ammonia, to command the best possible market price place
nitrogen, wastewater and CO2 tie-ins currently in the OCI fertilizer group in a positive starting
service. Several other tie-in initiatives are currently position in the coming year.
being engineered.
0.7
REVIEW
OPERATIONAL
MILLION TONS
GOVERNANCE
STATEMENTS
FINANCIAL
EBIC
EBIC EBIC
EBIC
fERTILIZER
Sorfert Algérie
Overview
NITROGEN FERTILIZERS, Percentage
TRADED OCI VOLUME BY MARKET
Bangladesh
17.6%
USA
22.6%
REVIEW
OPERATIONAL
Pakistan
15.2%
Mozambique
10.2%
Mexico 34.4%
Loading ammonia Sorfert Algérie
GOVERNANCE
GAVILON and features a dry blend plant and truck and SORFERT ALGÉRIE
In July 2008, we announced our investment in railroad scales. Mexico is the second largest We have a 51% stake in Sorfert Algérie in
the acquisition of the ConAgra Trade Group, agricultural market in Latin America, after Brazil. partnership with state-owned oil and gas
subsequently renamed the Gavilon LLC. We The new facility allows Gavilon to expand its conglomerate Sonatrach. When the € 1.6 billion
invested a total consideration of $ 340.0 million reach in Mexico’s 20 million hectares of crops, plant is fully operational, it will be North Africa’s
for an effective 18.1% equity stake in the ranging from coffee to sugarcane. largest fertilizer production facility. Anhydrous
business alongside Ospraie Management. ammonia and granular urea will be exported
Our investment in Gavilon has allowed us to Plans for the North Dakota facility include primarily to Western Europe, North and South
STATEMENTS
FINANCIAL
access several new markets across the Americas high-speed, 110-car unit train unloading and America.
and Asia. In 2009, Gavilon traded over 216 blending capabilities for all three fertilizer inputs.
thousand tons of OCI granular urea in countries Construction of the facility began in June 2009 The plant is scheduled for commissioning
including Mexico, Bangladesh and Mozambique. and is scheduled for completion in spring 2010. during the fourth quarter of 2010, at which
During the year, Gavilon completed several point the 20 year gas supply agreement signed
expansion initiatives and acquisitions, including Gavilon is headquartered in Omaha, Nebraska with Sonatrach in February 2009 commences.
the acquisition of a sugar terminal in Brisbane, with 930 employees worldwide and 144 Orascom Construction, in partnership with Uhde
Australia and nine grain facilities across Texas. facilities on six continents. They provide physical is constructing the new complex, which is located
Gavilon further expanded its grains distribution distribution, merchandising and trading across 35 kilometers east of Oran, near three Algerian
reach by completing its latest grain elevator in basic inputs and outputs, including grains, ports. Uhde is supplying the process technology.
Montana and finalizing the lease agreement of feed ingredients, fertilizer and energy products. Engineering, procurement and work on site
three Ceres-owned grain elevators located across They also provide comprehensive logistical started from July 2007 through an early works
Indiana. and risk-management services to customers in agreement signed with both contractors.
the agriculture and energy markets including
Gavilon’s fertilizer operations have also seen commodity infrastructure for agricultural As a testament to our commitment to position
significant expansion with the establishment of activities. Gavilon is the largest independent ourselves as a ‘local’ company in Algeria, a
new distribution and merchandizing subsidiaries importer of fertilizer into the United States. comprehensive Sorfert training program for 190
in South Africa and Spain. The company has fresh Algerian graduates commenced during the
added two new fertilizer storage facilities in year. In 2010, 60 of these trainees will receive
Mexico and North Dakota, each capable of between 4-6 weeks of practical training with our
storing 40,000 tons of fertilizer product. The highly skilled operational staff at EFC, ensuring
Mexican facility opened its doors in June 2009 the Algerian staff’s full understanding of and
expertise in Uhde’s process technology. During
the peak of construction in 2009 there were
5,630 workers on site, of whom 77.0% were
Algerian nationals.
OCI’S INTERNAL
COMMUNITY
NUMBER Of
EMPLOYEES
86,000
El Tebbin thermal power plant
NUMBER OF
APPLICANTS TO
OCI LEADERSHIP
PROGRAM
104
Overview
RATE (LTIR)
world, a 5.0% increase over 2008. We believe our
burgeoning internal community is fundamental to
the success of our business. Our people’s expertise,
hunger for knowledge and passion to excel make
0.033
Number of lost time
our business what it is today. It is our strategy to
REVIEW
OPERATIONAL
injuries per million hours
worked
invest in our people and the technology to help us
look after them.
GOVERNANCE
Training recognize and nurture talent from within the A Growing Population
We are committed to fostering an environment business. Through structured training it helps During the year our Human Resources
that encourages employees to seek opportunities employees develop their talents, give them the department was tasked with structuring the
for professional growth and enrichment. We skills to progress further in their career and help human resources departments of our fertilizer
recognize the importance of training and them work towards promotion. group and construction subsidiaries. We
development of all staff. Our training budget is successfully established the migration of our
equal to 5% of the company’s annual budget – The Academy launched with the ‘Talent colleagues at Egyptian Gypsum Company,
in 2009 that equated to approximately EGP 2.5 Program’, a vocational program aimed at BASF CC and A-Build Egypt from United Paints
STATEMENTS
FINANCIAL
million ($ 0.5 million). engineering graduates with up to two years Company to United Holding Company while
experience working in the field. Students ensuring minimal disruption to operations.
Our training programs cover four key areas: learn on a 27 month rotation working within
• Education of new employees. key departments, onsite and at head office. Equal opportunity
• Developing the skills of existing employees. This exposes students to different working Orascom Construction Industries firmly believes
• Training to solve specific operational problems. environments, people and activities and helps in equal employment opportunity even though
• Succession management. them to develop a thorough understanding Egyptian law does not impose any affirmative
of our business; increase their knowledge and action program. It is our belief that all employees
In addition to these programs we offer financial develop their skills. The program took in 39 should enjoy equal opportunities to develop their
assistance to selected employees, enabling them students in 2009. professional careers, and promotion decisions
to significantly improve their effectiveness in our are always based on objective circumstances and
business and enhance their career opportunities. During the year the Academy expanded its assessments.
We regularly send employees to leading portfolio by adding two more programs under its
institutions in America and the United Kingdom umbrella. To ensure equality, right at the start of the
to study specialist subjects in business and employment process we do not ask for
management. The ‘Internship Program’ offers undergraduate information about religion, gender, or age.
engineering students with an opportunity to We select people based on their qualifications
Following annual performance appraisals and in work in OCI during June to August in order and experience. However, by the nature of our
line with business requirements, we review and to gain hands on experience to apply the industry and society we do employ more men
modify the annual training and development knowledge they have previously learned in their than women. We have increased the number of
plan. This allows us to develop employee’s respective universities. The selected students are women employed globally by 18% to 870, of
capabilities and competencies in order to meet allocated in different projects and departments whom 5% hold management or director level
our changing business needs and to provide in their selected concentration and are mentored positions.
employees with appropriate opportunities to by an OCI manager. The program took in 20
improve their performance. students in June 2009. Professional Enhancement
We are constantly looking to create effective
In 2007 our training capability was enhanced The ‘Leadership Program’ is a competitive solutions which will enhance our people’s
with the launch of the OCI Academy and in management development program designed performance and create value for OCI.
2009 the Onsi Sawiris Institute for Vocational to identify, retain and reward loyal employees by During 2010 we will focus on designing and
Training was inaugurated to deliver young new investing in them through continuous training implementing an organization wide leadership
talent into the business at an operational level. and feedback. The program entails both technical model and competency framework through a
Both initiatives represent a positive step forward and theoretical training, including management partnership with SHL, a global behavioral and
in the development of our people and our and soft skills courses, direct coaching, special ability assessment tools and services provider. We
business. role assignments and optional job rotation. Of will continue to work on the improvement of
the 104 applicants, the program took in 11 our succession planning on all levels as well as
OCI Academy students in 2009. review our compensation structure to tie it to the
In 2007 we launched the OCI Academy, the competency framework.
center for learning and development for new
and existing employees at Orascom Construction
Industries. The aim of the Academy is to
OCI’S GREATER
COMMUNITY
GHG EMISSIONS
REDUCTION
80
MILLION CUBIC METERS
OF CO2 Farmer in Cairo
OCI Foundation
44
provided scholarships
to 44 Egyptian graduate
and undergraduate
students to date
Donations
$ 2.2 M
total donations during
2009
Overview
provide training and sponsorships in the communities
in which we operate. Our commitment to the social
and economic development of our home country
Egypt is absolute.
REVIEW
OPERATIONAL
GOVERNANCE
Environment Fostering Education potential for success and that can be promoted
We realize that there are threats to the We believe that a high quality, well-rounded as a model to be replicated and adapted by other
environment from our project operations and education promoting critical thinking and institutions.
manufacturing facilities that must be eliminated entrepreneurship is imperative to the positive
or minimized. It is our intention to prevent development of our communities. Accordingly, In 2009 the Foundation continued to provide
environmental pollution during and as a result of we have been a tireless contributor to sustainable grants to fund projects implemented by
our operations. development by providing training and charitable organizations, educational institutions,
sponsorships in the communities in which we local government and private business.
STATEMENTS
FINANCIAL
We take precautions to mitigate possible operate. We have funded and built schools,
environmental threats. We believe in working including the Sohag Military Academy, provided Sponsorship & charitable
closely with our clients, government agencies 44 students with full scholarships to top US and donations
and the public to ensure all environmental issues International universities through the Onsi Sawiris During 2009 we made charitable donations
and concerns are addressed. We abide by all Scholarship Program, financed and coordinated in Egypt totaling EGP 12.3 million ($ 2.2
legal environmental permits and conditions an exchange program with the University of million), primarily to public sector institutions for
issued or enforced by our clients and government Chicago and sponsored countless extracurricular building schools and qualified nongovernmental
agencies. educational programs and competitions. organization for social development projects.
We have educated our ‘superintendents’ and OCI Foundation We awarded a EGP 5 million ($ 898,505) grant
‘crew’ employees to monitor environmental Formed in 2000, the OCI Foundation invests to the Egyptian Liver Care Society (ECLS),
threats. All employees in the field are responsible company resources in educational programs that which aims to provide affordable liver care for the
for reporting environmental threats and taking improve the communities in which we operate. estimated 10 to 15% of the Egyptian population
the necessary precautions to prevent harm to the Through the Onsi Sawiris Scholarship Program, affected by Hepatitis C. We also donated EGP
environment. the OCI Foundation has provided scholarships 1 million ($ 179,598) to families whose income
to 44 extraordinary Egyptian graduate and was affected by pig culling in Egypt following the
We undertake initiatives to promote greater undergraduate students. To date, we have sent H1N1 outbreak during the year.
environmental responsibility and encourage ten students to Harvard University, eight students
the development and implementation of to the University of Pennsylvania, six students We awarded EGP 100,000 ($ 17,970) to
environmentally friendly technologies. We to Stanford University and two students to the the Corporate Social Responsibility Special
seek specialist advice on environmental issues University of Chicago. Competition of SIFE Egypt. SIFE Egypt is a global
to ensure a full understanding of emerging organization active in 47 countries and 1,700
environmental concerns and the development The OCI Foundation sent four students to study universities. They are a partnership between
and implementation of effective environmental at the graduate business schools of Harvard, business and higher education institutions
policies. Stanford and Northwestern University in 2009. preparing the next generation of entrepreneurs
They too will have the opportunity to study in and business leaders to create a better world
As part of our efforts to reduce our carbon fields that will enhance the economic prosperity for everyone. SIFE business students form teams
footprint, EBIC and EFC constructed a CO2 of Egypt. implementing projects to solve world problems,
pipeline allowing EBIC to supply EFC with concentrating on five main areas: market
the excess CO2 produced in the manufacture Sawiris Foundation economics, entrepreneurship, business ethics,
of ammonia. During 2009, EBIC reduced its The Sawiris Foundation for Social Development success skills, and financial literacy. The program
carbon emissions by approximately 80 million works towards the improvement of society helps aspiring entrepreneurs, struggling business
cubic meters, or the equivalent of eliminating by helping people to help themselves. It owners, low-income families and children
the greenhouse gas emissions of 1,529,637 seeks projects that are innovative, answer experience success.
passenger vehicles. socioeconomic needs, clearly demonstrate
Overview
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OPERATIONAL
GOVERNANCE
48 Board of Directors
50 Report of the Directors
52 Corporate governance
55 Management’s discussion and analysis of
financial condition and results of operations
60 Report of the Audit Committee of the
Board of Directors
STATEMENTS
FINANCIAL
NASSEF SAWIRIS CHAIRMAN AND CHIEF has held L’Order de Léopold since 1998. Also in KARIM CAMEL-TOUEG DIRECTOR
EXECUTIVE OFFICER 2008, he was awarded the Swedish Royal Order Karim Camel-Toueg joined Contrack International
Nassef Sawiris is the major shareholder, of the Polar Star in the presence of HRH Princess in 1987, became Vice President in 1990 and
Chairman and the Chief Executive Officer of Victoria of Sweden. Mr. Sawiris holds a BSc in was appointed President in 1998. He is a Board
Orascom Construction Industries. Mr. Sawiris Engineering from Cairo University. He was born member of the United States Egypt Friendship
joined Orascom in 1982 and became the Chief in 1930 and is an Egyptian citizen. Society, one of the founding members of the
Executive Officer of Orascom Construction United States Bahrain Business Council and a
Industries in 1998. Mr. Sawiris is also one of SALMAN BUTT DIRECTOR Board member and President of the Council
the largest shareholders in and a director on Salman Butt has held the position of Chief on Egyptian American Relations. Mr. Camel-
the Board of Lafarge S.A., the world’s leading Financial Officer since 2005. He is an Toueg holds a BA in International Business
building materials conglomerate. He is also a international banker with over 20 years of Administration from the American University in
director of the Dubai International Financial banking experience. He was Head of Investment Washington DC. He was born in 1960 and holds
Exchange (Nasdaq DIFC) and of NNS Holding, a Banking for the Samba Financial Group in Saudi American and Egyptian citizenships.
privately-owned investment group. Mr. Sawiris Arabia from 2003-2005. For 18 years prior to
holds a BA in Economics from the University of this, he worked with Citibank in Pakistan, Hong JÉRÔME GUIRAUD INDEPENDENT NON-
Chicago, USA. He was born in 1961 and is an Kong, United Kingdom, Egypt and Saudi Arabia. EXECUTIVE DIRECTOR
Egyptian citizen. Mr. Butt holds an MBA from the University of Jérôme Guiraud is the Chief Executive Officer
Texas at Austin, USA, and a BSc in Industrial of NNS Capital Ltd, a London based company.
ONSI SAWIRIS CHAIRMAN EMERITUS AND Engineering from the Middle East Technical He is also a Board member of the French
NON-EXECUTIVE DIRECTOR University, Ankara, Turkey. He was born in 1959 cement group, Lafarge, and serves on its Audit
Onsi Sawiris was the founder and President of and is a citizen of Pakistan. Committee. Prior to joining NNS Capital, he
Orascom Onsi Sawiris & Co, the original family held various managerial positions within the
partnership involved in trading and contracting. OSAMA BISHAI DIRECTOR Société Générale Group across Europe and the
Mr. Sawiris was named as the Chairman of Osama Bishai has worked for Orascom since Mediterranean including Managing Director of
Orascom Construction Industries upon its 1985 and has held the position of Managing NSGB (National Société Générale Bank) in Cairo
incorporation in 1998. He is also Chairman of Director of Orascom Construction since 1998. and Chairman of the Executive Board of Société
Orascom Trading Co and serves on the Board He played a key role in developing Orascom Générale Marocaine de Banques in Casablanca.
of Directors for Orascom Telecom Holding, Construction’s business, particularly in the oil and Mr. Guiraud holds an MBA from Le École des
Orascom Hotels and Developments and Orascom gas sector, and has led the development of the Hautes Etudes Commerciales (HEC Paris). He was
Technology Systems. In 2008, Mr. Sawiris was company’s investments in the fertilizer industry born in 1961 and is a French citizen.
made Commander in the Order of the Crown by in Egypt and Algeria. Mr. Bishai holds a BSc in
His Majesty King Albert II, King of Belgium, and Structural Engineering from Cairo University and
a Construction Management Diploma from the
American University in Cairo. He was born in
1962 and is an Egyptian citizen.
48 Orascom Construction Industries
Annual report 2009
Overview
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OPERATIONAL
GOVERNANCE
STATEMENTS
FINANCIAL
SAMI HADDAD INDEPENDENT NON-EXECUTIVE from Cairo University. He was born in 1960 and
DIRECTOR is an Egyptian citizen.
04 06
Sami Haddad is the Chairman and Chief 02 03 05
01
Executive Officer of Byblos Invest Bank and ARIF NAQVI INDEPENDENT NON-EXECUTIVE
a Board member of Byblos Bank. He has DIRECTOR 09 10
08
decades of experience in both the private and Arif Naqvi is the founder and Group Chief 07
public sectors, specifically in finance, politics Executive Officer of Dubai based Abraaj Capital,
and academia. Mr. Haddad worked for the the largest private equity firm in the Middle
International Finance Corporation, part of the East, North Africa and South Asia. Previously he
World Bank Group for more than 20 years in worked with Arthur Andersen & Co, American 08 ONSI SAWIRIS
a variety of positions including Director of the Express Bank, Saudi Arabia’s Olayan Group Chairman Emeritus and non-executive Director
Middle East and North Africa based in Cairo. and The Cupola Group, which he founded in
02 NASSEF SAWIRIS
In 2005 he became Minister of Economy and 1994. Mr. Naqvi is a member of the Young CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Trade in Lebanon, a position which he held Presidents’ Organization, where he was the
for three years. Mr. Haddad holds an MA in Emirates Chapter Chairman from 2002-03. 01 SALMAN BUTT DIRECTOR
Economics from the American University in He is a member of numerous think-tanks and
Beirut. He pursued his postgraduate studies as policy groups, including the WEF Arab Business 07 OSAMA BISHAI DIRECTOR
the University of Wisconsin-Madison. Mr. Haddad Council. Mr. Naqvi holds a Bachelors degree
was born in 1950 and is a Lebanese citizen. from the London School of Economics. He was 04 KARIM CAMEL-TOUEG DIRECTOR
born in 1960 and is a citizen of Pakistan.
05 JÉRÔME GUIRAUD
ALADDIN SABA Senior INDEPENDENT
Independent non-executive Director
NON-EXECUTIVE DIRECTOR HASSAN ABDALLA INDEPENDENT
Aladdin Saba is the founder and Chief Executive NON-EXECUTIVE DIRECTOR 10 SAMI HADDAD
Officer of Beltone Financial, a financial services Hassan Abdalla is the Vice Chairman and Independent non-executive Director
firm headquartered in Cairo. Mr. Saba is a Managing Director of the Arab African
founding member of the Egyptian Investment International Bank, an international bank 06 ALADDIN SABA
Management Association and the Egyptian based in Egypt. He is also a part-time faculty Senior Independent non-executive Director
Capital Markets Association. In addition to member of Finance at the American University
several international funds, he serves on in Cairo. Mr. Abdalla holds positions on the 09 ARIF NAQVI
INDEPENDENT non-executive Director
the Board of Directors for several Egyptian Board of Directors for the Central Bank of Egypt.
institutions, including the Egyptian Exchange Additionally, Mr. Abdalla is a Board member of 03 HASSAN ABDALLA
and the Central Bank of Egypt. Mr. Saba holds both Telecom Egypt and the Coca-Cola Bottling Independent non-executive Director
an MBA from The Wharton School of Business Company of Egypt. Mr. Abdalla holds a BA
at the University of Pennsylvania, a Masters in and MA in Business Administration from the
Biomedical Engineering from the University of American University in Cairo. He was born in
Pennsylvania and a BSc in Biomedical Engineering 1960 and is an Egyptian citizen. Orascom Construction Industries 49
Annual report 2009
GOVERNANCE
The Directors of Orascom Construction Industries (OCI) present their CANCELLATION OF TREASURY SHARES
Annual Report together with the audited consolidated financial statements During 2008, the company had acquired 7,852,253 shares for a total
for the year ended 31 December 2009. amount of $ 296.9 million (EGP 1,641.3 million) through a share buyback
program. The Board of Directors proposed the cancellation of these
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW shares and received approval from shareholders during an Annual General
OCI is a leading construction contractor and fertilizer producer based in Meeting held on 30 April 2009. The reduction of shares was recorded in
Cairo, Egypt. OCI undertakes large industrial, commercial and infrastructure the commercial register on 28 October 2009.
construction projects for public and private customers, principally in North
Africa and the Middle East. OCI also produces nitrogen-based fertilizers in SPLIT OF GLOBAL DEPOSITORY RECEIPTS (GDRs)
Egypt for export to customers around the world. The Board of Directors proposed a split of the Company’s global depository
receipts (GDRs), including the 144A and Reg S GDRs, to reduce the ratio
OCI is one of Egypt’s largest corporations. OCI shares are listed on the of ordinary shares to GDRs from a ratio of 2:1 to become 1:1 through a
Egyptian Exchange (OCIC.CA/OCIC EY) and on the London Stock Exchange 100% GDR split. This was approved by shareholders during an Annual
(OCICq.L/ORSD LI) through a global depository receipts program. General Meeting held on 30 April 2009.
A review of the group businesses, investing activities, financial performance CORPORATE GOVERNANCE
and future outlook is contained in the ‘letter to shareholders’ by the The Company endeavors to observe and conducts its affairs in accordance
Chairman and Chief Executive Officer on pages 2-3, and in ‘Management’s with the Egypt Code of Corporate Governance and international corporate
Discussion and Analysis’ on pages 55-59. governance best practices. A summary of the Company’s corporate
governance practices is shown on pages 52-54.
RESULTS AND DIVIDENDS
The consolidated income statement is shown on page 65. Net income from CORPORATE SOCIAL RESPONSIBILITY
continued operations in 2009 was $ 434.3 million (EGP 2,550.2 million). In Information on the Company’s corporate social responsibility activities is
2008, it was $735.3 million (EGP 3,998.8 million). The net income for 2008 shown on pages 40-45.
was $ 984.9 million (EGP 5,443.7 million).
SHAREHOLDERS
In March 2009, the Company paid dividends totaling $ 206.9 million (EGP The shareholding structure as at 31 December 2009 was: Sawiris family
1,164.8 million), $ 1.00 per share (LE 5.62 per share). In September 2009, 56%, Abraaj Capital 6% and public ownership 38%. The Company is
the Company paid another dividend in the amount of $ 165.5 million (EGP authorized to issue shares of up to 1% of the issued and paid in capital
918.9 million), $ 0.80 per shares (EGP 4.44 per share). to implement its employee share-based payment incentive program.
Information on this program is shown in note 27 to the consolidated
The Board of Directors proposed payment of a dividend in 2010 amounting financial statements on page 96.
to $ 206.9 million (EGP 1,135.9 million), $ 1.00 per share (EGP 5.49 per
share) based on 2009 results. Directors
The Directors of the Company who served during 2009 are listed on pages
The dividend policy of the Company is to distribute profits, after deducting 48-49. At an Ordinary General Meeting held on 23 December 2009,
the legal reserve and legally mandated employees share, in accordance shareholders accepted the resignation of Onsi Sawiris and approved the
with the following criteria: appointment of Nassef Sawiris as the Chairman of the Board of Directors.
Mr. Onsi Sawiris will remain as a non-executive director. The Board
• There should be a dividend distribution every year, and periodical consists of ten directors, including six non-executives, five of which are
dividends could be considered. independent. A resolution to re-elect the Chairman and all members of the
• There should be sufficient earnings to be retained for future operating Board for a further three year term will be proposed to shareholders at the
and expansion purposes. Annual General Meeting.
• There should be sufficient cash to discharge liabilities before dividend
payments. DIRECTORS’ INDEMNITIES
The Company grants an indemnity to all of its Directors to the extent
permitted by law. These indemnity amounts are uncapped in relation
to losses and liabilities which Directors may incur to third parties in the
course of acting as a Director of the Company, or in any office where such
duties are performed at the request of the Board, or as a result of their
appointment as Directors.
GOVERNANCE
AUDITOR
• to provide an open, challenging and participative environment; KPMG (Hazem Hassan) has expressed their willingness to continue as
• to enable all employees to utilise their talents and skills to the full, auditors to the Company and a resolution to reappoint them and to
through appropriate encouragement, training and development; authorize the Directors to determine their remuneration will be proposed
• to communicate a full understanding of the objectives and at the Annual General Meeting.
performance of the Group and the opportunities and challenges
facing it; ANNUAL GENERAL MEETING
• to provide pay and other benefits which reflect good local practices The Annual General Meeting will be held at noon on 24 May 2010 at
STATEMENTS
FINANCIAL
and reward individual and collective performance; Nile City Tower, 2005A Cornish El Nil, Cairo, Egypt 11221.
• to ensure that all applicants receive equal treatment regardless of
age, origin, gender, disability, sexual orientation, marital status,
religion or belief; and Approved by the Board
• to ensure that all employees similarly receive equal treatment
and specifically in relation to training, development, and career Heba Iskander
progression. Board Secretary
Corporate governance
Orascom Construction Industries is committed to the principles of good of US domestic and non-US registered issuers. The Sarbanes-Oxley Act
corporate governance and has adopted corporate governance guidelines codifies the view that company management should be aware of material
in compliance with applicable laws and stock exchange regulations. The information that is filed with regulatory authorities and released to
Board of Directors (“Board”) believes that good corporate governance investors, and should be held accountable for the fairness, thoroughness
practices align the interests of management, shareholders and other and accuracy of that information. In November 2003, the NYSE issued new
stakeholders, thereby maximizing the profitability and long-term value of corporate governance rules for listed companies which were approved
the company for shareholders. by the SEC. The corporate governance standards contained in section
303A.00 of the NYSE listed company manual allow certain exemptions
The Company is subject to the disclosure rules and the listing rules of the for foreign private issuers and controlled companies. The Company is not
Egyptian Exchange (“EGX”) as set forth in the Egyptian Capital Markets required to comply with the provisions of the Sarbanes-Oxley Act or the
Authority decree of 18 June 2002, as amended, under the supervision of NYSE corporate governance rules.
the Egyptian Financial Supervisory Authority (“EFSA”). The Company has
been in compliance with the corporate governance, financial reporting The Board continues to monitor developments in corporate governance
and disclosure provisions of the EGX listing rules throughout the year and the actions taken by regulators worldwide to improve financial
ended 31 December 2009. The US Securities and Exchange Commission reporting and disclosure. The Board has reviewed the recent changes
(“SEC”) approved the EGX, formerly known as the Cairo and Alexandria in applicable securities laws and stock exchange regulations and has
Stock Exchanges, as a “designated offshore securities market” within the concluded that the Company is in compliance with all of those provisions
meaning of rule 902(b) under regulation S of the US Securities Act of 1933 which are currently in force. In addition, the Board has chosen to make the
on 16 April 2003. following voluntary disclosure to assist shareholders in their evaluation of
the corporate governance practices of the Company.
In August 2005, the Egypt Code of Corporate Governance (“the Egypt
Code”) was issued to describe the rules, regulations and procedures BOARD OF DIRECTORS
that achieve the best protection of and balance between the interests of At an Ordinary General Meeting held on 23 December 2009, shareholders
corporate managers, shareholders and other stakeholders. Companies accepted the resignation of Onsi Sawiris and approved the appointment
listed on the EGX are encouraged to comply with the Egypt Code, however of Nassef Sawiris as the Chairman of the Board of Directors. Mr. Nassef
the corporate governance guidelines of the Egypt Code are not mandatory Sawiris also serves as the Chief Executive Officer of the Company. Although
and are not legally binding. the Egypt Code and the Code recommend that the roles of chairman and
chief executive officer not be exercised by the same individual, the Board
The Global Depositary Receipts (GDR) of the Company are listed on the believes that Nassef Sawiris will provide responsible leadership ensuring
London Stock Exchange (“LSE”) and the Company is therefore subject that the Board is able to discharge its duties effectively. Mr. Onsi Sawiris
to the rules of the LSE as well as the rules of the United Kingdom Listing will remain as a non-executive director and will continue to chair the
Authority (“UKLA”) and the Financial Services Authority (“FSA”). The Compensation committee and Nominating and Corporate Governance
Company has been in compliance with its continuing obligations under the committee.
UKLA listing rules throughout the year ended 31 December 2009.
The Board reviews the status of all the directors annually and determines
In June 2008, the Financial Reporting Council issued a new edition of the who is to be regarded as independent. The Board has adopted a definition
Combined Code on Corporate Governance (“the Code”) to apply for of “independent” which complies with the provisions set out in the
reporting years beginning on or after 29 June 2008, and takes effect at Egypt Code, the Code and Section 303A.02 of the NYSE listing rules. The
the same time as new FSA Corporate Governance Rules implementing process and criteria used by the Board to determine the independence of
European requirements relating to audit committees and corporate each director is detailed in the Corporate Governance Guidelines of the
governance statements. UKLA listing rules require that companies Company. Aladdin Saba, Hassan Abdalla, Sami Haddad, Arif Naqvi, and
incorporated in the United Kingdom include in their annual report and Jerome Guiraud are considered independent non-executive directors. The
accounts an additional disclosure statement in relation to how the Board, therefore, consists of ten directors, including six non-executives,
company applies the principles in section 1 of the Code and an explanation five of which are independent. The non-executive directors have elected
of any non-compliance. As an overseas company with a secondary listing Aladdin Saba to serve as the Senior Independent Director and lead non-
by the UKLA, the Company is not required to present this additional management director.
disclosure statement.
The Board met eight times during the year. The Board has a formal
The shares and global depositary receipts of the Company are not schedule of matters reserved to them for decision which includes approval
registered under the US Securities Act of 1933 and the Company is not of the long-term strategic objectives and business plans of management,
subject to US securities laws or the rules and listing standards of the SEC or major corporate transactions including significant capital allocations
the New York Stock Exchange (“NYSE”). In July 2002, the US Government and expenditures, and compensation of the chief executive officer and
passed the Sarbanes-Oxley Act which has introduced a number of changes executive officers of Company. The directors were given appropriate
to the corporate governance, disclosure and reporting requirements documentation in advance of each board meeting. All directors have
GOVERNANCE
program includes briefings by senior management to familiarize the new year. The primary purpose of the Compensation Committee is (a) to assist
directors with the Company’s strategic plans, financial statements and key the Board in its oversight of all matters relating to director and executive
policies and practices. The Board also maintains a continuing education officer compensation and (b) to prepare and publish an annual Committee
program for all directors to assist them in carrying out their duties and report on director and executive compensation and such other reports
responsibilities. to the extent required under any applicable securities laws and stock
exchange regulations. The role and responsibilities of the Compensation
CORPORATE GOVERNANCE GUIDELINES Committee are set out in written terms of reference, the Compensation
The Board has adopted Corporate Governance Guidelines (“Guidelines”) Committee Charter, and includes the review, evaluation and approval of
STATEMENTS
FINANCIAL
to provide a framework for the effective governance of the Company director and executive officer compensation, incentive-compensation plans
in an effort to enhance long-term shareholder value. The Guidelines and equity-based plans. In determining the compensation of the directors
address several key governance issues and principles including board and executive officers of the Company, the Compensation Committee
responsibilities, director qualifications, director responsibilities, board considers the Company’s performance and relative shareholder return,
structure and operations, board committees, executive sessions, access to the compensation level of directors and executive officers at comparable
management and independent advisors, director compensation, director companies, and the compensation of the directors and executive
orientation and continuing education, management evaluation and officers in past years. No director is solely involved in deciding their own
succession, board performance evaluation, and relations with shareholders. compensation. Executive officers do not receive additional compensation
The Guidelines are publicly available from the Company’s website www. for their service as an executive director. Non-executive directors receive an
orascomci.com and a copy may be requested by shareholders from the annual stipend and may participate in the share-based incentive program
Company’s Investor Relations Officers. The Board believes the Guidelines of the Company.
adopted generally comply with the provisions set out in the Egypt Code,
the Code and Section 303A.00 of the NYSE listing rules. The Nominating and Corporate Governance Committee consists
of three directors and is chaired by Onsi Sawiris. The nominating and
BOARD COMMITTEES Corporate Governance Committee met three times during the year.
The Board has established three committees to assist it in discharging The primary purpose of the nominating and Corporate Governance
its oversight responsibilities: Audit, Compensation, and Nominating and Committee is to assist the Board in (a) identifying individuals qualified to
Corporate Governance. The purpose and responsibilities of each committee become Board members and recommending to the Board the director
are described in their respective charters. Members of the committees nominees for the next annual meeting of shareholders, (b) recommending
meet the independence and experience requirements to the extent to the Board director nominees for each committee of the Board, (c)
required under applicable securities laws and stock exchange regulations. developing and recommending to the Board a set of corporate governance
Committee members have access to the services of the company secretary guidelines applicable to the Company, (d) overseeing the evaluation of
and have been empowered to seek independent professional advice at the the Board and management, and (e) preparing and publishing an annual
Company’s expense. Committee report on corporate governance and such other reports to the
extent required under any applicable securities laws and stock exchange
The Audit Committee consists of three independent non-executive regulations. the role and responsibilities of the nominating and Corporate
directors and is chaired by Aladdin Saba. The Board has determined that Governance Committee are set out in written terms of reference, the
all committee members have recent and relevant financial experience nominating and Corporate Governance Committee Charter, and includes
and shall be regarded as financial experts. The Audit Committee met five determining on an annual basis the independence of each director as
times during the year. the primary purpose of the Audit Committee is to may be required under any applicable securities laws and stock exchange
(a) to assist the Board in its oversight of (i) the integrity of the Company’s regulations, the compliance of each director and executive officer with the
financial statements, (ii) the Company’s compliance with legal and Company’s code of business conduct and ethics, and such other activities
regulatory requirements, (iii) the independent auditor’s qualifications and as the Board may assign to the committee from time to time.
independence, and (iv) the performance of the Company’s internal audit
function and independent auditors, and (b) to prepare and publish an
annual Committee report and such other reports to the extent required
under any applicable securities laws and stock exchange regulations. The
role and responsibilities of the Audit Committee are set out in written terms
of reference, the Audit Committee Charter, and includes the appointment,
INTERNAL CONTROL AND RISK MANAGEMENT responsibilities on behalf of the Company. This code is intended to focus
The Board confirms that there is an ongoing process for identifying, the Board and management on areas of ethical risk, provide guidance to
evaluating and managing the significant risks faced by the Company, that personnel to help them recognize and deal with ethical issues, provide
the process has been in place for the year under review and up to the date mechanisms to report unethical conduct, and help to foster a culture of
of approval of the annual report and accounts, that the process is regularly honesty and accountability.
reviewed by the Board and accords with the guidance on internal control
contained in the Egypt Code and the Code. No code or policy can anticipate every situation that may arise. The
Company expects each director, executive officer and employee to act with
The Company maintains a sound system of internal controls and honesty and integrity, to exercise independent professional judgment and
risk management which is embedded in its operations, is capable of to deter wrongdoing in the conduct of all duties and responsibilities on
responding quickly to evolving risks to the business arising from factors behalf of the Company.
with the company and to changes in the business environment, and
includes procedures for reporting immediately to appropriate levels of RELATIONS WITH SHAREHOLDERS
management any significant control weaknesses that are identified The Board believes that communication with shareholders, institutional
together with corrective action being undertaken. The Company’s system investors, the financial community, the media, and other third parties is
is designed to manage rather than eliminate the risk of failure to achieve best handled by the Chief Executive Officer and designated management
business objectives and can only provide reasonable and not absolute representatives of the Company. The Company operates a structured
assurance against material misstatement or loss. program of investor relations, based on formal announcements and
publications relating to significant events and financial results, in
The business of the Company is conducted by its employees, managers compliance with applicable securities laws and stock exchange regulations.
and executive officers, under the direction of the Chief Executive Officer To ensure fair disclosure to all stakeholders at the same time, the Company
and the oversight of the Board, to enhance the long-term value of the refrains from disclosing any information specifically designated to financial
Company for its shareholders, and to discharge its social responsibility. The analysts, financial institutions or other parties before disclosing the
Board is elected by shareholders to oversee and counsel management. information to the market as a whole. Directors, executive officers and
The Board acknowledges that it is responsible for the Company’s system employees are required to maintain the confidentiality of information
of internal controls and for reviewing its effectiveness to safeguard entrusted to them by the Company or its customers, except when
shareholders’ investment and the Company’s assets. disclosure is authorized or legally mandated.
The Audit Committee of the Board reviews the Company’s internal The Company has appointed Investor Relations Officers whose
control and risk management systems, monitors the effectiveness of responsibility is to provide information and answer queries of stock
the Company’s internal audit function, identifies matters in respect of exchange officials, shareholders and institutional investors. Information
which it considers that action or improvement is needed, and makes about the Company including interim and full year financial results and
recommendations to the Board as to the steps to be taken. other major announcements is also published on the Company’s website
www.orascomci.com.
The Audit Committee relies on periodic reports from the Company’s
executive officers, senior financial managers, internal audit staff, and The Chairman of the Board, Chief Executive Officer, Senior Independent
external auditors to obtain reasonable assurance that appropriate controls Director and other authorized directors and investor relations personnel
are in place and functioning effectively. maintain a dialogue with representatives of institutional and other
shareholders regarding long-term business strategies, financial performance
The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of and corporate governance in order to establish a mutual understanding
the Company are responsible for the day-to-day control of the Company’s of objectives. The annual general meeting also provides an opportunity
operations and for the design of internal control and risk management for individual shareholders to meet and communicate with the Board
systems. The CEO and CFO are responsible for the disclosure of all to develop a better understanding of the Company’s operations and
significant deficiencies and materials weaknesses in the internal control prospects. All Directors are expected to attend the annual general meeting
over financial reporting and any fraud, whether or not material, which absent exceptional cause. Shareholders who wish to communicate with
involves management to the Audit Committee and External Auditors. the Board may correspond in writing with the Senior Independent Director
These executive officers also are held responsible for the preparation and at the principal office of the Company. The Senior Independent Director
integrity of the Company’s published financial statements which shall will notify the Board or the chairperson of the relevant committee of the
fairly present in all material respects the financial condition and results of Board regarding those matters that are appropriate for further action or
operations of the Company. discussion.
Overview
financial condition and results of operations
REVIEW
OPERATIONAL
The following discussion and analysis should be read in conjunction with OCI has two operating urea plants in Egypt (Egyptian Fertilizers Company
the audited consolidated financial statements of Orascom Construction producing urea and Egypt Basic Industries Corporation producing
Industries (OCI) for the year ended 31 December 2009. These consolidated ammonia) and has investments in an ammonia and urea complex in Algeria
financial statements have been prepared in accordance with Egyptian (Sorfert Algérie) and a urea plant in Nigeria (Notore Chemical Industries),
Accounting Standards (EAS), which are identical to International Financial which are currently under construction. Selling prices of fertilizers showed
Reporting Standards (IFRS), except in the two instances indicated on signs of recovery during the year resulting in a steadier distribution of
page 57. earnings. Profitability margins remained strong as production costs
GOVERNANCE
remained low.
OVERVIEW
OCI is a leading construction contractor and fertilizer producer based in A substantial portion of the company’s consolidated revenue, operating
Cairo, Egypt. It undertakes large industrial, commercial and infrastructure expenses and long-term debt is denominated in foreign currencies. As
construction projects for public and private customers, principally in North such, OCI uses US Dollars as its functional currency. Significant changes
Africa and the Middle East. OCI also produces nitrogen-based fertilizers in in the exchanges rates of operational currencies (US Dollars, Euro,
Egypt for export to customers around the world. Egyptian Pounds, Algerian Dinars and Nigerian Naira) therefore can have
a material effect on the reported and actual financial performance of the
STATEMENTS
FINANCIAL
In 2009, we continued to develop our fertilizer group by entering company. The company manages its foreign exchange cash flow risk on a
into several distribution joint ventures and studying new investment consolidated basis by matching its foreign currency-denominated liabilities
opportunities. As a fertilizer producer, OCI will own and operate plants with continuing sources of foreign currencies.
located in Egypt, Algeria and Nigeria which will have an annual combined
production capacity of 4.8 million tons in 2012. At that time, we will The amounts of taxes payable remained favorable as the profit tax rate in
become ranked among the world’s top five producers of nitrogen based Egypt is 20%, and higher allowable depreciation rates allow the company
fertilizers. to defer taxes.
GOVERNANCE
income under the percentage of completion method of accounting. In of the lessee, with the lease obligations included as a liability in the balance
applying the percentage of completion method, the company does not sheet.
recognize the value of contract change orders until these have been
formally agreed to in writing with the customer, even if the actual work Another difference between EAS and IFRS relates to accounting for the
requested is commenced prior to the execution of such written change employees share of profits. Egyptian law requires that 10% of distributable
order. profits are set aside for distribution to the employees, with a maximum of
one year’s total salaries. While EAS treats this as a charge to equity, IFRS
CONSTRUCTION COSTS requires that such employee benefits are to be expensed as charges in the
STATEMENTS
FINANCIAL
Construction project costs include all direct material, equipment, labor, income statement.
subcontract and indirect costs related to contract performance, such as
indirect labor, maintenance, and applicable administrative costs. Materials,
labor and equipment provided by subcontractors or joint ventures are Results of operations
included in revenues and costs when management believes that the
company is responsible for the ultimate acceptability of the project. Revenue
Changes in job performance, conditions, estimated profitability and final Consolidated revenue from continuing operations increased by 3.0% to
contract settlements may result in revisions to costs and revenue and $ 3,829.9 (EGP 21,312.8 million), as compared to $ 3,717.1 million (EGP
are recognized in the period in which the facts requiring such revisions 20,252.6 million) in 2008. This growth in consolidated revenue is primarily
become known. Provisions for estimated losses on incomplete contracts attributable to increased revenue from the construction group on the back
are made in the period in which such losses are determined. Claims for of accelerated project completion rates in Egypt and Algeria. Moreover,
additional contract revenue are recognized when realization is assured and throughout the year the construction group backlog was consistently at
the amount can reasonably be determined. Costs and estimated earnings near record highs.
in excess of billings on incomplete contracts are presented as construction
projects in progress in the consolidated balance sheet. Revenue during the year was primarily from the following major contracts:
Orascom Construction projects in Egypt, Contrack projects in the Gulf
CONSTRUCTION JOINT VENTURES area, Cementech projects, and BESIX projects in Europe, Gulf area and
Construction projects, which are performed by joint ventures, are Africa. In 2009, OCI activities in Egypt contributed $ 1,349.1 million (EGP
accounted for under the proportionate consolidation method. Under 7,507.2 million) to the consolidated revenue from continuing operations, as
this method, the company’s separate financial statements include the compared to $ 1,265.2 million (EGP 6,893.3million) in 2008, representing
company’s pro rata interest in the assets, liabilities, revenues and expenses 35.2% of the group’s revenue as compared to 34.0% in 2008.
of joint ventures through consolidation of these items on an item-by-item
basis in the financial statements of the company. Agreements concluded In 2009, revenue from fertilizer operations was $ 479.3 million (EGP
between the company and the other partner in every joint venture stipulate 2,667.1 million).
that each party should be jointly responsible for the activities of that
venture. Gross profit
Gross profit from continuing operations decreased by 10.7% to $ 850.3
ACQUISITION OF SUBSIDIARIES million (EGP 4,731.8 million), as compared to $ 972.7 million (EGP 5,300.2
The company accounts for its investments in subsidiaries and associated million) in 2008. The gross profit percentage of revenue decreased to
companies in accordance with the purchase method of accounting. 22.1% in 2009, as compared to 25.1% in 2008, reflecting lower average
selling prices for ammonia and urea. Depreciation and amortization
IMPACT OF INFLATION AND INTEREST RATE FLUCTUATIONS expenses are a significant component of the cost of construction and
During the year under review, the consolidated results of operations and fertilizer operations. In 2009, depreciation and amortization expenses
financial position of the company have not been materially affected by increased by 39.2% to $ 182.8 million (EGP 1,017.2 million), as compared
inflation or interest rate fluctuations. to $ 134.1 million (EGP 730.5 million) in 2008.
SEASONALITY
Major construction projects are not generally affected by seasonal demand
fluctuations. In addition, because of the generally warm and dry climate in
the areas of operations, the construction activity levels are not significantly
affected by weather conditions.
Orascom Construction Industries 57
Annual report 2009
GOVERNANCE
GOVERNANCE
Company paid another dividend in the amount of $ 165.5 million advantage in both the construction and fertilizer businesses will allow the
(EGP 918.9 million), $ 0.80 per shares (EGP 4.44 per share). company to sustain growth despite market volatility and continued global
macroeconomic challenges.
Construction backlog
The company considers as “backlog” the revenues that the company The company ended the year confident in the following growth catalysts:
expects to receive under contracts that have been awarded and signed.
Backlog consists of uncompleted portions of engineering and construction • Historically high construction backlog valued at $ 6.65 billion, 60.1% of
contracts, including the company’s proportionate share of construction which is infrastructure contracts with little risk of cancellation.
STATEMENTS
FINANCIAL
joint-venture contracts. • Increased government spending on infrastructure projects in the region
to stimulate their economies.
2009 2008 • Full contribution expected from the recent commissioning of our
In billions EGP $ % EGP $ % fertilizer plant of Egypt Basic Industries Corporation (EBIC).
• Strong cash position which could be deployed for investments or
Egypt 10.1 1.9 28 6.1 1.1 16 acquisitions in order to achieve the company’s strategy for the ensuing
Middle East 14.5 2.6 40 18.7 3.4 49 years. The company’s medium term core strategy is to continuously grow
its fertilizer business to become a top five global nitrogen based fertilizer
Africa 7.5 1.4 21 9.2 1.7 25
producer.
Europe 3.3 0.6 9 3.4 0.6 9
Asia 1.1 0.2 3 0.8 0.1 1
Total 36.5 6.7 100 38.2 6.9 100
The Audit Committee assists the Board in fulfilling its responsibilities for
general oversight of the integrity of the Company’s consolidated financial
statements, compliance with legal and regulatory requirements, the
independent auditors’ qualifications and independence, the performance
of the Company’s internal audit function and independent auditors, and
risk assessment and management. The Audit Committee manages the
Company’s relationship with its independent auditors (who report directly
to the Audit Committee). The Audit Committee acts under a written
charter adopted and approved by the Board, and has authority to obtain
advice and assistance from outside legal, accounting or other advisors as
the Audit Committee deems necessary to carry out its duties.
Audit Committee
ALADDIN SABA
HASSAN ABDALLA
JÉRÔME GUIRAUD
Overview
REVIEW
OPERATIONAL
GOVERNANCE
63 Auditor’s report
64 Director’s statement in respect of responsibility
for financial reporting
65 Consolidated income statement
66 Consolidated balance sheet
68 Consolidated statement of changes in equity
70 Consolidated cash flow statement
STATEMENTS
FINANCIAL
71 Notes to the consolidated financial statements
98 Selected financial data
102 Management and corporate information
103 Business segments and activities
104 Investor Relations and Shareholder information
Overview
REVIEW
OPERATIONAL
GOVERNANCE
To The Shareholders of Orascom Construction auditor considers internal control relevant to the Company’s preparation
Industries Company (OCI) “Egyptian Joint Stock and fair presentation of the financial statements in order to design audit
Company” procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s
We have audited the accompanying consolidated financial statements of internal control. An audit also includes evaluating the appropriateness of
Orascom Construction Industries (OCI) “Egyptian Joint Stock Company”, accounting policies used and the reasonableness of accounting estimates
which comprise the consolidated balance sheet as at 31 December 2009, made by management, as well as evaluating the overall presentation of the
the consolidated statements of income, changes in equity and cash flows financial statements.
STATEMENTS
FINANCIAL
for the financial year then ended, and a summary of significant accounting
policies and other explanatory notes. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the consolidated
Management’s Responsibility for the Financial financial statements.
Statements
These financial statements are the responsibility of Company’s
management. Management is responsible for the preparation and fair OPINION
presentation of these consolidated financial statements in accordance In our opinion, the consolidated financial statements referred to above
with the Egyptian Accounting Standards and in the light of the present fairly, in all material respects the consolidated financial position of
prevailing Egyptian laws, management responsibility includes: designing, the Company as of 31 December 2009, and of its financial performance
implementing and maintaining internal control relevant to the preparation and its consolidated cash flows for the year then ended in accordance with
and fair presentation of financial statements that are free from material the Egyptian Accounting Standards and the Egyptian laws and regulations
misstatement, whether due to fraud or error; management responsibility relating to the preparation of these financial statements.
also includes selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit. We conducted our audit in accordance KPMG Hazem Hassan
with the Egyptian Standards on Auditing and in the light of the prevailing PUBLIC ACCOUNTANTS & CONSULTANTS
Egyptian laws. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable Cairo, 14 April 2010
assurance whether the consolidated financial statements are free from
material misstatement.
The Directors are responsible for the preparation and integrity of the annual The Audit Committee, which is composed of independent non-executive
report and the consolidated financial statements of Orascom Construction directors, meets periodically with management, the internal auditors and
Industries, in accordance with applicable laws and regulations. the independent auditors to review the manner in which these groups are
performing their responsibilities and to carry out the Audit Committee’s
Company law requires the Directors to prepare consolidated and company oversight role with respect to auditing, internal controls and financial
financial statements for each year. The consolidated financial statements reporting matters.
have been prepared in accordance with Egyptian Accounting Standards,
which are not materially different from International Accounting Standards. There are inherent limitations in the effectiveness of any system of internal
These consolidated the financial statements present fairly the financial control, including the possibility of human error and the circumvention or
position and results of operations of the Group. As such, the consolidated overriding of controls. Accordingly, even an effective internal control system
financial statements include certain amounts that are estimates based upon can provide only reasonable assurance with respect to financial statement
currently available information and management judgment of current preparation. Furthermore, the effectiveness of an internal control system
conditions and circumstances. The directors are responsible also for the may change over time.
other information included in the annual and interim reports and for their
accuracy and consistency with the consolidated financial statements. Management assessed the Company’s internal control system in relation to
criteria for effective internal control over financial statement preparation.
The annual financial statements have been audited by the independent Based upon that assessment, the directors believe that, as of 31 December
accounting firm, KPMG (Hazem Hassan), which was given unrestricted 2009, its system of internal control over financial statement preparation
access to all financial records and recorded data, including minutes of all met those criteria.
the meetings of the Board of Directors and Committees of the Board.
Overview
yearS ended 31 December
REVIEW
OPERATIONAL
2009 2008
Notes EGP million EGP million
Continuing operations
Revenue 21,312.8 20,252.6
Cost (16,581.0) (14,952.4)
GOVERNANCE
Gross profit 4,731.8 5,300.2
Add (Less)
Other operating income (25) 167.5 64.1
Selling, general and administrative expenses (1,283.6) (1,092.8)
Provision for claims and impairment of debts (211.5) (201.1)
Operating profit 3,404.2 4,070.4
STATEMENTS
FINANCIAL
Interest income 134.1 676.9
Interest expense (631.5) (668.4)
Gain on foreign currency exchange 35.4 494.0
Net finance (cost ) income (462.0) 502.5
Investments income 99.3 1.8
Income before taxes 3,041.5 4,574.7
Income tax expense (26) (491.3) (575.9)
Net profit from continuing operations 2,550.2 3,998.8
Discontinued operations
Results from discontinued operations (net of tax) (6) – 11.4
Gain on sale of investment (6) – 1,433.5
Net profit from discontinued operations – 1,444.9
Net profit for the year 2,550.2 5,443.7
Attributable to:
Minority interest's share in net profit of the year 133.6 77.0
Equity holders of the Company 2,416.6 5,366.7
2009 2008
Notes EGP million EGP million
ASSETS
Non-current assets
Property, plant and equipment (9) 14,990.9 9,912.3
Payments for purchase of investments (11) – 2,784.8
Intangible assets (12) 9,873.7 9,910.0
Investment in associated companies (13) 2,104.7 135.6
Investments available for sale 253.0 132.6
Deferred tax assets 38.1 36.0
Long-term receivables 247.4 255.2
Total non-current assets 27,507.8 23,166.5
Current assets
Inventories (14) 1,401.7 1,462.1
Marketable securities 211.4 163.2
Trade and other receivables (15) 9,749.9 8,236.2
Due from clients (16) 1,523.4 1,193.8
Cash on hand and at banks (17) 5,924.6 8,268.7
Assets held for sale 538.7 535.0
Total current assets 19,349.7 19,859.0
Total assets 46,857.5 43,025.5
Overview
yearS ended 31 December
REVIEW
OPERATIONAL
2009 2008
Notes EGP million EGP million
EQUITY
Shareholders' equity
Share capital (18) 1,034.6 1,073.9
GOVERNANCE
Reserves (19) 4,320.4 6,183.4
Retained earnings 8,835.9 6,484.3
Net profit for the year 2,416.6 5,366.7
Cumulative adjustment on translation of foreign companies (14.5) (85.7)
Own Shares (20) (200.2) (1,667.9)
Total shareholders' equity 16,392.8 17,354.7
STATEMENTS
FINANCIAL
Total equity 17,143.0 17,581.4
LIABILITIES
Non-current liabilities
Long-term loans (21) 11,219.3 7,754.1
Provisions (22) 1,913.3 1,891.4
Other long-term liabilities (23) 571.1 613.4
Deferred tax liabilities 581.7 506.6
Total non-current liabilities 14,285.4 10,765.5
Current liabilities
Bank overdraft and short-term loans (21) 2,266.1 3,670.6
Trade and other payables (24) 8,493.5 8,317.9
Due to clients (16) 3,658.8 1,599.7
Provisions (22) 650.1 633.7
Income taxes payable 360.6 456.7
Total current liabilities 15,429.1 14,678.6
Other
Share capital Legal reserve reserves
Notes EGP million EGP million EGP million
GOVERNANCE
(232.8) (232.8)
(567.4) (567.4)
3,933.8 3,933.8
5,366.7 5,366.7 77.0 5,443.7
(54.0) (54.0)
(445.2) (445.2) (445.2)
(62,549.0) (62,549.0) (62,549.0)
(1,573.5) (1,573.5) (1,573.5)
STATEMENTS
FINANCIAL
18.0 18.0 18.0
(179.5) (179.5) (179.5)
(97.5) (9.6) (9.6)
(98.9) (98.9)
2009 2008
Notes EGP million EGP million
Overview
year ended 31 December
REVIEW
OPERATIONAL
1 General
Orascom Construction Industries Company has been recorded in the commercial register as an Egyptian Joint Stock Company on 30 March 1998
according to Law No. 159 for the year 1981. The Company’s articles of association were published in the companies Gazette issue No. 658 in April
1998.
Mr. Nassef Sawiris is the chairman of the Board of Directors .
GOVERNANCE
The Company’s purpose is contracting, manufacturing, supply and installation of machinery, equipment, tools, materials and supplies required
for construction activities, the undertaking of infrastructure works and the engineering and technical consultation required for projects being
implemented by the Company as well as importing necessary equipment and instruments. The Company’s purpose also includes import and
export activities, and leasing equipments.
Orascom Construction Industries Company — hereunder referred to as the “Company” or “OCI” — consolidated financial statements of the
Company comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates and jointly
controlled entities. The Group is involved primarily in construction and Fertilizer industries.
STATEMENTS
FINANCIAL
OCI owns directly the following consolidated subsidiaries:
* The Egyptian Fertilizers Company was sold during the period to a wholly owned OCI subsidiary as discussed in Note no (8).
** During the year, the group obtained control after acquiring additional 6.5% of the share of United Company for Paints and Chemicals (UPC).
*** During the year, the group obtained control on the United Holding Company (UHC) as United Company of Paints and Chemicals paid
dividends to OCI by transferring 25.8% of its ownership interest in UHC shares to the company, plus 29.1% in UHC shares were acquired
during the year by Orascom Construction Industries – Egypt (a subsidiary).
2 Basis of preparation
Statement of compliance
The consolidated financial statements include the financial statements for all subsidiaries that are controlled by Orascom Construction Industries
Company (“the Group”). The financial statements of the parent and its subsidiaries are prepared in accordance with Egyptian Accounting
Standards and applicable Egyptian laws and regulations.
The consolidated financial statements were authorized for issuance by the Board of Directors on 14 April 2010.
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments, financial
instruments at fair value through profit and loss, and available for sale financial assets, which are measured at fair values. The methods used to
measure fair values are discussed further in the notes below.
FUNCTIONAL AND REPORTING CURRENCIES
These Consolidated financial statements are presented in Egyptian Pound; the company’s board of directors changed the Company’s functional
currency to $ starting 1/10/2008. The change was made as the $ is now the currency that influences the revenues of the Company and its
financing.
The presentation currency remains the Egyptian Pound as the local regulations require the Company to maintain its share capital in Egyptian
Pound.
All the amounts presented to the nearest million Egyptian Pounds.
Use of estimates and judgments
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets and liabilities, income and expenses during the financial periods/years. Actual results
may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of
estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognized in the
financial statements are described in the following notes:
Note 16 Contract revenue
Information about assumptions and estimation uncertainties that have a significant risk resulting in a material adjustment within the next financial
year are included in the following notes:
Note (3.4) Property, Plant and Equipments
Note (3.10) Impairment
Note 22 Provisions
Note 26 Deferred tax
Note 27 Measurement of share–based payments
Note 30 Contingent liabilities
Note 33 Financial instruments risks
GOVERNANCE
accounting policies of the Group.
Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant
influence exists when the Company owns 20% – 50% of the voting shares of any company. Associates are accounted for using the equity
method; but recorded initially at cost. The consolidated financial statements include the Group’s share of the income and expenses of equity
accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that the significant influence
commences until the date that significant influence ceases.
STATEMENTS
FINANCIAL
Joint ventures
Joint ventures are those entities over whose activities the Group has joint control, established by the contractual agreements and requiring
unanimous consent for strategic financial and operating decisions. Joint ventures are accounted for using the proportionate consolidation method.
Transactions eliminated on consolidation
Intra–group balances, and any unrealised income and expenses arising from intra–group transactions, are eliminated in preparing the consolidated
financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent
of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
GOVERNANCE
Depreciation is recognized in profit or loss on a straight line basis over the estimated useful lives of each part of property plant and equipment.
Assets leased to third parties are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives for the current and
comparative years/periods are as follows:
Buildings 2 – 50
STATEMENTS
FINANCIAL
Machinery and equipment 1.1 – 25
Furniture and office equipment 1.4 – 16
Vehicles 1.4 – 20
Information systems 2–7
Tools and supplies 1.5 – 10
Depreciation methods, useful lives and residual values are reviewed at each reporting date for the group.
Leased assets
Agreements for assets leased from third parties are accounted for as operating leases in accordance with Egyptian Accounting Standards. Rent
payable on operating leases is charged in the income statement on a straight line basis over the term of the lease.
Borrowing costs capitalization
Interest and commissions on credit facilities and loans that are directly attributable to the acquisition, construction or production of qualifying assets
are capitalized as part of the cost of those assets till the date of availability for use. All borrowing costs that do not meet the capitalization criteria
are recognized as expense in the consolidated income statement as incurred.
3.7 Inventories
Inventories are measured at the lower of cost and net realisable value. An inventory of raw materials, spare parts and supplies cost are based on
weighted average principle or the first–in–first–out method, and includes expenditure incurred in acquiring the inventories and bringing them to
their existing location and condition. In case of manufactured inventories and work in progress, cost includes an appropriate share of production
overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion and selling expenses.
GOVERNANCE
effective interest rate.
A cash generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups.
Impairment losses are recognized in respect of cash–generating units are allocated first to reduce the carrying amount of any goodwill allocated to
the units and then to reduce the carrying amount of other assets in the unit on a pro rata basis.
Impairment losses in respect of goodwill are not reversed. Impairment losses in respect of other intangible assets in prior periods are assessed at
each reporting date for any indications that the loss has decreased or no longer exist. An impairment loss is reversed if there has been a change
STATEMENTS
FINANCIAL
in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognized.
3.12 Provisions
A provision is recognized if as a result of past event the Group has a present legal or constructive obligation that can be estimated reliably and it is
probable that an outflow of economic benefits will be required to settle the obligation. Management reviews the provisions at the balance sheet
date and makes adjustments to the provisions, if necessary, to reflect the best estimate.
3.13 Revenue
Construction contracts
As soon as the outcome of the construction contract is estimated reliably, contract revenues and expenses are recognized in profit or loss in
proportion to the stage of completion of the contract. Contract revenue includes the initial amount agreed in the contract plus any variations in
contract work, claims and incentive payments to the extent that is probable that they will result in revenue and can be measured reliably.
The stage of completion is assessed by reference to the proportion that contract costs incurred bears to estimated total contract cost (cost–to–cost
method). When the outcome of a construction contract can not be estimated reliably, contract revenue is recognized only to the extent of contract
costs incurred that are likely to be recoverable. An expected loss on contract is recognized immediately in profit or loss.
Construction in progress costs include all direct costs, such as materials, supplies, equipment depreciation and labor, as well as indirect costs of
the projects such as indirect labor and maintenance. Construction project costs also include general and administrative expenses directly related to
these projects. Provisions for estimated losses on incomplete contracts are made in the period in which such losses are determined.
The excess of construction in progress costs and estimated profits over billings is recognized as (due from clients) under current assets in the
consolidated balance sheet. Billings in excess of cost of estimated earnings on incomplete contracts are recognized as (due to clients) under current
liabilities.
Goods sold
Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts
and volume rebates. Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, recovery of
the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management
involvement with the goods. Transfers usually occur when the products are received by the customer; however for some international shipments
transfer occurs upon loading the goods onto the relevant carrier.
Rental income
Rental income is recognized in the profit or loss on a straight line basis over the term of the lease.
GOVERNANCE
Share-based payment transactions
The grant date fair value of options granted to employees is recognized as an employee expense, over a period in which the employees become
unconditionally entitled to the options. The amount recognized as expense (in wages and salaries at profit and loss) is adjusted to reflect the actual
number of share options that vest.
STATEMENTS
FINANCIAL
relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on taxable income for the period, using the prevailing tax rates or substantively enacted at the
reporting date, and any adjustment in tax payable in respect of previous years.
Deferred tax expense is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following
temporary differences: the initial recognition of goodwill and differences relating to investments in subsidiaries and jointly controlled entities to the
extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which temporary
difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that
the related tax benefit will be realised.
GOVERNANCE
Operating segments Construction Fertilizer Elimination Consolidated
EGP million EGP million EGP million EGP million
Revenue
December 2009 External revenue 18,645.7 2,667.1 – 21,312.8
December 2009 Intra–group revenue 293.5 (293.5) –
STATEMENTS
FINANCIAL
Total December 2009 18,939.2 2,667.1 (293.5) 21,312.8
December 2008 External revenue 16,741.4 3,511.2 20,252.6
December 2008 Intra–group revenue 112.9 (112.9) –
Total December 2008 16,854.3 3,511.2 (112.9) 20,252.6
Operating profit
December 2009 1,994.5 1,409.7 – 3,404.2
December 2008 1,538.4 2,532.0 – 4,070.4
Depreciation
December 2009 702.4 314.7 – 1,017.1
December 2008 486.4 244.1 – 730.5
Capital expenditures
December 2009 1,695.9 4,731.1 – 6,427.0
December 2008 1,910.2 1,050.9 – 2,961.1
Total assets
December 2009 38,079.5 8,778.0 – 46,857.5
December 2008 38,657.6 4,367.9 – 43,025.5
Total liabilities
December 2009 23,641.7 6,072.8 – 29,714.5
December 2008 23,180.1 2,264.0 – 25,444.1
Revenues excluding
intra-Group revenues
December 2009 7,507.2 981.8 2,792.2 10,031.6 21,312.8
December 2008 6,893.3 852.5 1,971.9 10,534.9 20,252.6
Total assets
December 2009 28,859.5 3,987.6 3,695.4 10,315.0 46,857.5
December 2008 27,777.9 1,451.2 4,628.1 9,168.3 43,025.5
Capital expenditures
December 2009 2,790.1 3,088.8 31.0 517.1 6,427.0
December 2008 1,012.4 1,036.7 287.4 624.6 2,961.1
6 Discontinued Operations
The Egyptian Container Handling Company
The Company’s Board of Directors initially decided on 1 November 2007 to sell the entire investment in the Egyptian Containers Handling
Company to an international company operating in the field of port management, subject to approval by local governing bodies. The sale value is
EGP 2 billion which were made on 18 February 2008 and the sale price collected on 19 February 2008.
The results of discontinued operations during the comparative financial year ended 31 December 2008, and the net assets of ECHCO operations
are as follows:
Revenue 48.0
Cost of sales (17.6)
Gross profit 30.4
Other (expenses) (5.1)
Net Operating Profit 25.3
Minority interest share in net profit (13.9)
Shareholders’ share in net profit of discontinued operations 11.4
Cash flows provided by (used in) discontinued operations –ECHCO December 2008
EGP million
December 2008
EGP million
2009 2008
GOVERNANCE
EGP million EGP million
STATEMENTS
FINANCIAL
2009 2008
EGP million EGP million
Profits from sale of the share of a subsidiary in Egyptian Fertilizer Company 944.0
Goodwill on acquisition (12) 8,247.2
Total cost of acquisition 12,292.7
On 23 June 2009, Orascom Construction Industries signed an agreement with Orascom Fertilizer Plant Maintenance Company (a wholly owned
subsidiary) to sell its whole investment of the Egyptian Fertilizers Company through the sale of 319.9 k shares presenting its investment in 99.99%
of the share capital of the Egyptian Fertilizers Company as part of the group restructuring.
The sale price was $ 3,468.8 million (equal to EGP 19,399.6 million) resulting in an increase in the carrying amount of investment amounted to
$ 1,232.8 million (equal to EGP 6,894.9 million), the transaction effect was eliminated in the consolidated financial statements at 31 December
2009 .
GOVERNANCE
Cost
Balance at 1/1/2009 310.9 992.3 7,136.1 139.6 373.7 88.2 94.3 9,135.1
Additions during the year 46.8 321.6 4,336.2 47.0 124.4 20.4 78.8 4,975.2
Effect of fully consolidating a subsidiary 19.0 19.6 31.4 5.8 9.7 6.9 0.4 92.8
Transfers / Adjustments (35.6) 5.6 (42.0) 1.2 (4.3) 37.6 2.9 (34.6)
Disposals during the year (1.4) (86.3) (287.7) (16.7) (41.0) (4.5) (4.6) (442.2)
Balance at 31/12/2009 339.7 1,252.8 11,174.0 176.9 462.5 148.6 171.8 13,726.3
STATEMENTS
FINANCIAL
Accumulated depreciation
Balance at 1/1/2009 4.0 262.0 1,514.0 70.2 150.5 46.7 27.1 2,074.5
Depreciation for the year – 56.6 832.6 25.1 61.8 13.4 27.7 1,017.2
Effect of fully consolidating a subsidiary – 2.8 11.0 1.9 1.7 4.0 0.1 21.5
Transfers / Adjustments 1.1 31.7 15.3 1.4 21.8 14.6 2.1 88.0
Disposals accumulated depreciation – (14.3) (119.4) (8.6) (25.2) (1.4) (2.6) (171.5)
Balance at 31/12/2009 5.1 338.8 2,253.5 90.0 210.6 77.3 54.4 3,029.7
Net book value at 31/12/2009 334.6 914.0 8,920.5 86.9 251.9 71.3 117.4 10,696.6
Net book value at 31/12/2008 306.9 730.3 5,622.1 69.4 223.2 41.5 67.2 7,060.6
31/12/2009 31/12/2008
EGP million EGP million
Projects under construction includes machinery and equipment under installation amounted to EGP 3,792.6 million belong to Sorfert Algeria.
Property, plant and equipment include the following assets which have been acquired under finance lease transactions:
Accumulated
Cost depreciation Net
31/12/09 31/12/09 31/12/09
EGP million EGP million EGP million
10 LEASED ASSETS
OCI and other subsidiaries leased equipment from others. The rental value of the leased assets amounted to EGP 95.8 million to be paid over
periods ranging from 36 to 108 months in annual rent that approximates EGP 63.4 million. The sales value of these leased assets at the end of the
term of the contracts amounted to EGP 15.9 million.
2009 2008
EGP million EGP million
* As discussed in Note (8), the major balance of goodwill relates to Egyptian Fertilizers Company.
2009 2008
% Country EGP million EGP million
* The United Company for Paints and Chemicals was fully consolidated during the year as it was controlled by the group as discussed in Note (1).
2009 2008
EGP million EGP million
GOVERNANCE
Raw and packing materials 931.4 1,013.2
Spare parts and fuel 230.2 234.8
Work in progress 132.0 67.4
Finished goods 41.6 82.9
Developed land for sale 66.5 63.8
Total 1,401.7 1,462.1
STATEMENTS
FINANCIAL
15 Trade and other receivables
2009 2008
EGP million EGP million
The impairment in trade and other receivables in the amount of EGP 171.7 million is netted from trade and other receivables in the consolidated
financial statements (2008, EGP 101.1 million).
The debtors and other debit balances as of 31 December 2009 include advance payments and debit balances for suppliers and subcontractors
amounting to EGP 366.9 million and letter of guarantee margin amounting to EGP 123.1 million (2008, EGP 607.6 million and EGP 111.1 million
respectively).
In determining the revenue and costs to be recognized each period for work to be carried out on construction contracts, estimates are made to the
final outcome on each contract. Management continually reviews these estimates and makes adjustments and provisions where necessary.
Orascom Construction Industries 87
Annual report 2009
FINANCIAL STATEMENTS
2009 2008
EGP million EGP million
* Banks – time deposits include blocked deposits of EGP 812.6 million held as collateral against letters of guarantee and loans of OCI and its
subsidiaries (2008, EGP 598.1 million).
18 Share capital
Authorized capital
The Company’s authorized capital is EGP 5.0 billion.
Issued and paid in capital
As at 31 December 2007, the Company’s issued and fully–paid capital is EGP 1,009,979,185 divided into 201,995,837 common shares at a par
value of EGP 5 each.
On 15 March 2008, the extraordinary general assembly of the Company approved to issue 12,774,877 ordinary shares at the fair value of
EGP 3,933,767,875 at EGP 307.93 per share (after deducting the cash dividend to the shareholders for the financial year ended 31 December
2007 amounting to EGP 300 per share in two installments). The total value of the issued shares of $ 715.5 million fully allocated to Abraj
Capital. The Company’s shareholders relinquished the priority right to subscribe in the increase of the share capital based on the approval of
the general assembly referred to above. On 23 April 2008, the Capital Market Authority approved this increase. The fair value of the allocated
shares represents the par value of shares increase of EGP 63,874,385 at EGP 5 per share, and the balance of EGP 3,869,893,490, representing
the difference between the fair value of the shares and the par value of such shares (premium) of EGP 302.93, was included in the calculation of
reserves in the shareholders’ equity. On 29 April 2008, this increase was recorded in the commercial register of the Company.
As a result, the Company’s issued and paid share capital is EGP 1,073,853,570 divided into 214,770,714 shares at the par value per share of
EGP 5.
On 30 April 2009, the extraordinary general assembly meeting of the Company approved to reduce the Company’s share capital from EGP
1,073,853,570 to EGP 1,034,592,305 (Equivalent to $ 189,870,168) as of 31 December 2009, fully paid and divided into 206,918,461 common
shares, and the difference amounted to EGP 39,261,265 (Equivalent to $ 7,094,904) which represents the par value of 7,852,253 own share. The
mentioned reduction was recorded in the commercial register on 28 October 2009.
OCI’s shares listed in the Egyptian Stock Exchange since March 1999. In September 2002, the Company listed part of its shares (71.4%) on the
London Stock Exchange in the form of Global Depository Receipts (GDRs), each represents two shares. The Bank of New York was appointed to
act as the depository bank.
GOVERNANCE
($ 98.3 million) at 31 December 2009.
Other reserves
According to the Company’s articles of incorporation, the General Assembly can establish and use other reserves from annual net income upon a
recommendation by the Board of Directors. The reserve is used according to a decision from the ordinary general assembly based on a proposal
of the Board of Directors of the company. On 30 April 2009, the Extraordinary General Assembly meeting of the Company approved to deduct
from the company’s issued and paid in capital the par value of the retired own share and difference between its acquisition cost and its par value
amounted to EGP 1,588.2 million ($ 290.8) from the other reserves under the final approval of the General Assembly.
STATEMENTS
FINANCIAL
A summary of other reserves balances as of 31 December 2009 as follows:
2009 2008
EGP million EGP million
Special reserve includes the additional paid in capital from issuance of stock amounted to EGP 1,815.4 million and EGP 3,869.9 million in the years
2006 and 2008 respectively.
20 Own shares
On 30 April 2009, the Extraordinary General Assembly meeting of the company approved the board of directors decision to deduct from the
Company’s issued and paid in capital EGP 39.3 million which represents the par value of 7,852,253 own shares at the said date. Such reduction
was recorded in the commercial register on 28 October 2009 after executing the required procedures and getting the necessary approval to record
the said reduction from the concerned authorities.
The own shares balance include 1,052,074 shares acquired by OCI ESOP Limited (a subsidiary) under Employees Share based option.
The net cost of acquisition of shares and GDRs of OCI for the share based payments is as follows:
2009 2008
On 30 April 2009, the Company’s extraordinary general assembly meeting approved the splitting of its’ (GDRs) to become equivalent to one local
share instead of two local shares.
Orascom Construction Industries 89
Annual report 2009
FINANCIAL STATEMENTS
Company responsible
for loan Lending institution Interest rate
Orascom Construction Syndication loans 1.5% over LIBOR semi-annually for the non-current portion & monthly or
Industries (Misr Bank - Others) quarterly or semi-annually for the short portion and 0.20% administrative
commission annually.
Syndication loans 1% over LIBOR semi- annually and 0.10% administrative commission annually
(NSGB bank - Others)
Short term loan ( CIB ) 1.75% over the Egyptian Central bank interest rate
Different banks - 10.6% on the LE portion and 2.1 % over LIBOR annually for the US$ portion
overdraft and bank facilities
National Steel Fabrication Barclays Bank 13% fixed (L.E.) + 2% ($)for the highest monthly debit balance
Arab Bank 11.75%fixed +0.75% for the highest monthly debit balance
Arab African Bank Egyptian Central bank interest rate+2% over LIBOR paid monthly +0.1% for
the highest monthly debit balance
Bank of Alexandria 13.5%fixed +0.1% for the highest monthly debit balance
EFC Arab African Bank 1.25% over Corridor Egyptian Central bank lending price paid monthly, 0.2%
annual admin expenses paid quarterly, also 0.3% Letter of credit commission
for the period and 0.2% commissions of letter of guarantee for the period.
BNP Paribas Egypt 11.25% compound interest rate for Egyptian pounds, 1.5% annually over the
monthly LIBOR price for the foreign currencies and 0.25% commissions for
the highest monthly debit balance. In the event of default in payment when
due, 1% default interest added montly to the principal from its due date till
the actual payment date .
Sorfert Algeria SPA Syndication loan Interest rate is fixed during the construction period to 5.95% per annum after
(Algeria External Bank - Others) this period and it will be referred to Algerian bank interest rate plus rate of
1.95% per annum,0.25% arrangement fees and 0.5% commitment fees
EBIC Syndicated bank facility Libor plus predetermined margin by loan agreement plus percentage
(different banks) calculated by loan agent according to the agreement
Export-import bank of USA - 0.175% over Libor semi annually, commitment fees 0.5% of the remaining
credit facility facility balance, finance charge 10.32% paid in advance
Total 31/12/2009
Total 31/12/2008
90 Orascom Construction Industries
Annual report 2009
Overview
REVIEW
OPERATIONAL
Outstanding amount Long-term portion Short-term portion
31/12/09 31/12/09 31/12/09
EGP million EGP million EGP million Collateral guarantee given
1,972.8 1,380.9 591.9 The company will not reduce its ownership interest and the aggregate
value of the secured assets should not exceed 10% of the groups' total
assets and loan covenants
GOVERNANCE
218.9 218.9 Promissory notes and blocked deposits
77.7 77.7
STATEMENTS
FINANCIAL
179.3 179.3 Commercial lien on the company's assets and shares in amount of Euro
40.5 million
6.7 6.7
38.6 38.6 Promissory notes for the full amount of the loan
14.0 14.0 Promissory notes for the full amountof the loan
26.3 26.3 Promissory notes for the full amountof the loan
1.0 1.0 Promissory notes for the full amountof the loan
0.9 0.9 Financial guarantee by OCI for total facility equal to EGP 35 million
0.1 0.1
24.9 24.9 Promissory notes guarantee amounted EGP 60 million and all the deposits
and current accounts in the bank and its branches
2,453.1 2,332.7 120.4 Blocking certain bank accounts and promise of first degree mortgage of
the project assets, ban for any disposal or decrease of the company share
without recourse to the lender, and loan covenants
934.3 791.5 142.8 Mortgaged tangible assets & intangible assets of EBIC to HSBC
1,189.1 1,007.3 181.8 Mortgaged tangible assets & intangible assets of EBIC to HSBC
22 Provisions
2009 2008
EGP million EGP million
2009 2008
EGP million EGP million
* Others include an amount of EGP 256.5 million represents retentions payable belong to suppliers and sub–contractors of Sorfert Algeria
Company.
2009 2008
EGP million EGP million
2009 2008
EGP million EGP million
GOVERNANCE
Gain on sale of property, plant and equipment 38.7 15.0
Other income 205.7 109.9
Other expenses (76.9) (60.8)
167.5 64.1
26 Income taxes
STATEMENTS
FINANCIAL
Income tax expense on continuing operations recognized in the consolidated income statement as follows:
2009 2008
EGP million EGP million
2009 2008
EGP million EGP million
Income from continuing operation for the period before tax 3,041.5 4,574.7
Statutory corporation tax rate 20% 20%
Income tax at statutory corporation tax rate 608.3 914.9
Effective tax rate 11.9% 10.0%
27 Share-based payments
OCI has a plan to provide some of its employees with stock options on its shares. According to this plan, OCI ESOP Limited might purchase OCI
shares from the stock market. This purchase is financed by a loan guaranteed by OCI. The exercise price of the options granted to employees is
equal to the fair market value of the shares on the date of grant. When the options vest, the employee has the right to exercise the options by
payment of the full option price. Payment may be by cash, OCI shares owned for at least six months, delivery of an employee promissory note
bearing interest and secured by a pledge of the OCI shares purchased by the note, or consideration received from OCI ESOP under a cashless
exercise program implemented in connection with the plan. Payments received from employees for options exercised are used by OCI ESOP
Limited to repay the outstanding loan due to OCI or to finance the purchase of other options.
On 27 December 2006, the Shareholders approved at an Extraordinary General Assembly to issue shares at nominal value with a ceiling of 1% of
the current issued shares, in order to meet any of the Company’s obligations under share–based payments relating to the incentive programs for
employees and managers, subject to the approval of the regulatory authorities.
On 1 December 2009, the Company’s board of directors proposed to issue at nominal value with a ceiling of 1% of the current issued share capital
to finance share–based payments relating to incentive programs for employees and managers and decided to invite the extraordinary general
assembly to renew its decision dated 27 December 2006, regarding issuance of shares in connection with the above mentioned matter.
The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted.
2009 2008
GOVERNANCE
EGP million EGP million
STATEMENTS
FINANCIAL
Income from discontinued operations – (1,444.9)
2,416.6 3,921.4
29 Dividends
On 15 March 2009, the Company’s Board of Directors decided the second installment of dividends amounted to $ 1 per share for an aggregate
amount of EGP 1,164.8 million from the retained earning balance at 31 December 2007. The Company’s Ordinary General Assembly Meeting
dated 30 August 2008 approved to distribute the remaining balance of retained earnings balance at 31 December 2007 on one or more
installments; the Company’s Board of Directors was delegated in determining the amount and the timing of each payments. The first installment
amounted to EGP 1 176.6 million was distributed on September 2008.
The Company’s board of directors agreed at 9 September 2009 on dividends (First installment) to the Company’s share holders, the dividends
amounted $ 0.80 per share with an aggregate total of EGP 918.9 million from the remaining balance of retained earnings balance at 31
December 2008. The board was authorized by the ordinary general assembly’s decision held at 30 April 2009 to distribute future cash dividends
(one installment or more) with a maximum of EGP 4.1 billion and the general assembly delegated the board of directors in determining the
amount and the timing of each payment, accordingly the total amount of dividends during the year is EGP 2,083.7 million.
The Company’s Board of Directors at 17 March 2010 decided a dividends (second installment) to the Company’s shareholders, the dividends
amounted $1 per share for an aggregate amount EGP 1,135.9 million from the retained earnings balance at 31 December 2008. The amount was
actually distributed at end of March 2010.
30 Contingent liabilities
Guarantees
Letters of guarantee issued by banks for OCI and its subsidiaries in favor of others as at 31 December 2009 amounted to EGP 9.6 billion and the
covered portion paid amounted to EGP 124.5 millions (31 December 2008, EGP 8.3 billion and the covered portion paid amounted to EGP 98.6
millions).
Outstanding letters of credit as at 31 December 2009 (uncovered portion) amounted to EGP 377.1 million (31 December 2008, EGP 219.6
million).
At 30 June 2009, OCI guarantees loans provided to a subsidiary amounting to $ 224.9 million which was fully paid before 30 July 2009, however
the Company has the right to use these loans limits till 2010 and therefore the covenants of these loans are still valid; that the subsidiary has
undertaken not to sell, lease, lend or transfer any assets except within the Group, and is committed not to merge, divest, or discontinue any of its
operations.
Guarantees under the agreement with Lafarge
The agreement with Lafarge for the sale of the cement business in 2007 states that the parties ensure that each group company and member of
OCI’s Group are to be released from all guarantees and indemnities they have given to another group company or member of OCI’s Group as the
case may be.
Litigation
In the normal course of business, the Group entities and joint ventures are involved in some arbitration or court cases as defenders or claimants.
These litigations are carefully monitored by the entities management and legal counsels, and are regularly assessed with due consideration for
possible insurance coverage and recourse rights on third parties. Provisions are made if required and regularly updated.
The major portion of the business of the Company’s US subsidiary involves contracting with departments and agencies of the US Government.
Such contracts are subject to audit and possible adjustment by the respective agencies. The USAID Agency has investigated the nature of the
relationship and performance of a contract with an Egyptian Joint Venture of which the company has 40% share. The USAID Agency have filed
a suit against all partners of the Joint Venture contending that it is entitled to refund $ 332 million from the partners representing all the contract
funds paid for these projects plus damages and civil penalties. Management has strong substantive reasons to oppose the allegations raised by
Agency. The Company management also believes that the ultimate resolution of any such claims and counter claims will not have a significant
impact on reported results of operations, consolidated balance sheet and cash flows.
In September 2006, a court judgment in the amount of Euro 1.2 million (EGP 9.2 million) has been pronounced against one of the jointly–
controlled companies and its manager relating to a construction project almost 11 years earlier in an African country where the company is
currently less active. An appeal has been made against the judgment, and a provision has been recognized to an extent consistent with the
external legal counsel’s opinion.
The company made arbitration to settle matters of dispute with the owner of one of its projects which embodying the date handing over the
project and the delaying penalties that the owner demand amounted EGP 61.4 million. The Company requires indemnifies for the unjustified
liquidation by the client of letters of guarantee which amounted EGP 129 million, also the client’s refusal to pay price differences of imported
supplies which amounted EGP 8.150 million and $ 2.397 million, in addition to the client’s failure to meet the contracted obligation to pay 50% of
completed work value in US Dollars which amounted EGP 3.4 per $.
The Company and its legal department believe that the Company has enough documents and justification to support its position and reserve its
rights and, therefore, collecting the total amount due from the client amounted to EGP 212.8 million at 31 December 2009 with no obligation to
pay any delay penalties. Based on that, the company does not form any provisions in its financial statements to meet neither the amount due from
the client nor the delay penalties, which demanded by the client waiting for the final result for arbitration.
One of the Company’s subsidiaries receives invoices for a raw material that differs to the price designated in the supply agreement. The subsidiary
charges its production cost according to the supply agreement price.
GOVERNANCE
The intra–group transactions, balances and unrealized profits or losses have been eliminated. Balances as at 31 December 2008 for non–
consolidated companies and joint ventures are reported in the consolidated balance sheet as due from affiliated companies and due to affiliated
companies, and included in trade and other receivables (Note 15) and trade and other payables (Note 24). The transactions with related parties
represents construction works carried out to related parties which amounted to EGP 38.3 million, and these related parties carried out construction
works to the company which amounted to EGP 131.9 millions during the period.
33 Contingent liabilities
STATEMENTS
FINANCIAL
Credit risk
As at 31 December 2009, the total financial assets of the Group, which are the maximum limit for the credit risk, amounted to EGP 10.4 billion.
Currency risk
As at 31 December 2009, the total transactions in foreign currencies, which were the maximum limit for the currency risk, amounted to Japanese
Yen 216 millions.
A company of the Group has concluded several agreements for forward as follows:
Received Paid
Average Conversion rate
Value Currency Value Currency per contract Fair value at
The selected consolidated financial data for the five years ended 31 December 2009 has been extracted without material adjustment from the consolidated
financial statements of the Company. The selected data should be read in conjunction with the consolidated financial statements and the notes thereto
reported upon by KPMG Hazem Hassan, the Company’s auditor.
Selling, general and admin expenses 719,723 1,149,458 (849,056) (1,293,923) (1,495,036)
GOVERNANCE
Total current assets 8,182,779 11,008,340 89,739,810 19,858,932 19,349,700
Property, plant and equipment (net) 6,672,420 9,104,053 1,883,788 7,060,618 10,696,600
Assets under construction 2,134,916 6,441,241 1,589,625 2,851,668 4,294,300
Total assets 17,610,360 28,616,330 94,951,996 43,025,494 46,857,500
Short-term debt 1,343,855 2,987,693 10,647,706 3,670,552 2,266,100
Accounts payable 3,353,496 5,868,789 907,399 8,317,906 8,493,500
Total current liabilities 5,245,180 9,865,069 17,349,754 14,678,641 15,429,100
STATEMENTS
FINANCIAL
Total long-term liabilities 6,135,671 7,591,153 3,706,422 10,765,669 14,285,400
Minority interest 1,965,285 2,488,380 1,048,773 226,736 750,200
Total shareholders’ equity 4,264,224 8,671,728 72,847,047 17,354,448 16,392,800
Total shareholders’ equity and liabilities 15,645,075 26,127,950 94,951,996 43,025,494 46,857,500
Other Data
Return on sales 3 14.96% 16.21% 10.28% 19.70% 11.34%
Return on equity 4 46.53% 41.29% 90.84% 33.00% 14.32%
Current ratio 5 1.56 1.12 5.17 1.35 1.25
Net debt to equity ratio 6 0.85 0.70 0.11 0.20 0.40
1 Net income available for shareholder dividends, after deducting the employees’ profit share, divided by the
weighted average number of shares outstanding during the period.
2 Total cash dividend paid for each year divided by current number of shares of 205,866,287.
3 Net income as a percentage of sales.
4 Net income as a percentage of average total shareholders’ equity.
5 Current assets to current liabilities.
6 Net debt to internal finance (shareholders’ equity plus minority interests).
The selected consolidated financial data for the five years ended 31 December 2009 has been extracted without material adjustment from the consolidated
financial statements of the Company. The selected data should be read in conjunction with the consolidated financial statements and the notes thereto
reported upon by KPMG Hazem Hassan, the Company’s auditor.
Selling, general and admin expenses 123,664 199,906 (149,989) (237,482) (268,660)
GOVERNANCE
Total current assets 1,420,621 1,924,535 16,186,834 3,610,846 3,527,954
Property, plant and equipment (net) 1,158,406 1,591,618 339,789 1,283,795 1,950,185
Assets under construction 370,645 1,126,091 286,729 518,504 783,026
Total assets 3,057,354 5,002,855 17,126,983 7,823,102 8,543,293
Short-term debt 233,308 522,324 1,920,583 667,397 413,163
Accounts payable 582,204 1,026,012 163,672 1,512,402 1,548,590
Total current liabilities 910,622 1,724,663 3,129,465 2,668,941 2,813,115
STATEMENTS
FINANCIAL
Total long-term liabilities 1,065,221 1,327,125 668,547 1,957,466 2,604,604
Minority interest 341,195 435,031 189,173 41,226 136,772
Total shareholders’ equity 740,317 1,516,036 13,139,799 3,155,469 2,988,802
Total shareholders’ equity and liabilities 2,716,159 4,567,824 17,126,983 7,823,102 8,543,293
Other Data
Return on sales 3 14.96% 16.21% 10.28% 19.70% 11.34%
Return on equity 4 47.02% 41.17% 90.84% 33.00% 14.32%
Current ratio 5 1.56 1.12 5.17 1.35 1.25
Net debt to equity ratio 6 0.85 0.70 0.11 0.20 0.40
Foreign exchange rate (EGP = $ 1) 5.75 5.72 5.54 5.50 5.48
Foreign exchange rate (EGP = $ 1) PL 5.82 5.75 5.66 5.45 5.56
1 Net income available for shareholder dividends, after deducting the employees’ profit share, divided by the
weighted average number of shares outstanding during the period.
2 Total cash dividend paid for each year divided by current number of shares of 205,866,287.
3 Net income as a percentage of sales.
4 Net income as a percentage of average total shareholders’ equity.
5 Current assets to current liabilities.
6 Net debt to internal finance (shareholders’ equity plus minority interests).
Overview
REVIEW
OPERATIONAL
CONSTRUCTION GROUP Fertilizer GROUP
ORASCOM CONSTRUCTION (100%) EGYPTIAN FERTILIZERS COMPANY (100%)
Regional engineering, procurement and construction services Granular urea manufacturer, Egypt
GOVERNANCE
Global engineering, procurement and construction services Ammonia manufacturer, Egypt
STATEMENTS
FINANCIAL
Steel cutting, bending, welding, and painting services Fertilizer trading
PROPERTY MANAGEMENT
SUEZ INDUSTRIAL DEVELOPMENT COMPANY (60.5%)
Industrial park developer and operator
CONTRACK FM (100%)
Facilities management company
Operational review
contractor and fertilizer producer based
06 Construction in Cairo, Egypt. We are one of the
region’s largest corporations with projects
08 Construction group
10 Orascom Construction
14 BESIX Group
18 Contrack
20 Construction materials and investments across Europe, the
Middle East and North Africa.
22 National Steel Fabrication
24 Alico Egypt
25 United Holding Company
25 United Paints and Chemicals
25 National Pipe Company
25 SCIB Chemical We aspire to be a company that our
26 Property management
28 Contrack FM
29 Suez Industrial Development Company
clients are proud to work with and
30 fertilizer Manufacture
32 Fertilizer group
our employees are proud to work for,
34 Egyptian Fertilizers Company
36 Egypt Basic Industries Corporation a company committed to delivering
quality work and products, safely and
38 Notore Chemical Industries
38 Sorfert Algérie
38 Gavilon
40 Corporate & Social Responsibility
42 OCI’s internal community
on schedule, and a company with an
44 OCI’s greater community
open mind ready to embrace new
opportunities and driven to deliver
Governance
48 Board of Directors
50 Report of the Directors
52 Corporate governance
55 Management’s discussion and analysis
exceptional value.
of financial condition and results of operations
60 Report of the Audit Committee of the
Board of Directors
Financial statements
63 Auditor’s report
64 Director’s statement in respect of
responsibility for financial reporting
65 Consolidated income statement
66 Consolidated balance sheet
68 Consolidated statement of changes in equity
70 Consolidated cash flow statement
71 Notes to the consolidated financial statements
98 Selected financial data
102 Management and corporate information
103 Business segments and activities
104 Investor Relations and Shareholder information
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Annual Report 2009
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