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Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007 December 10, 2007

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Page 1: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

Acquisition of Orascom Cement

A Decisive Move Towards Highly Profitable Growth

Acquisition of Orascom Cement

A Decisive Move Towards Highly Profitable Growth

December 10, 2007December 10, 2007

Page 2: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

Bruno LAFONTBruno LAFONTChairman and CEOChairman and CEO

Page 3: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Accelerating our Strategy of Profitable Growth

� Excellence 2008 is delivering the expected results

• €340 million of cost savings in 2008

• Our Group is in very good form and ready to accelerate

� Focus on development in Cement in emerging markets

• Growing markets accounting for 45% of the Group’s results in 2007

� Focus on innovation in Concrete

Acquisition of 100% of Orascom Construction Industries Cement business

Page 4: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Orascom Cement, a Strong Strategic Fit

� 100% Cement

� 100% emerging markets

� Oil and gas economies growth

� Excellent build and buy combination

� Transaction immediately value creative

� Strong positive impact on Group‘s margin and cash flows

� Smooth execution expected

A Decisive Acceleration in the Implementation of our Profitable Growth Strategy

Page 5: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Orascom Cement Overview

� Pure cement player with a portfolio of leading positions in highly profitable and emerging markets

� A powerful business and entrepreneurial model

• “On-time / On-cost” development model

• Excellent operational performance

� Outstanding track record of Greenfield/Brownfield developments in emerging markets and attractive pipeline of new projects

• Capacity will reach 45MT by 2010, from 21MT end of 2006 and 1.5MT in 1999

Page 6: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Market Leader Positions in attractive markets…

Operating plants

Plants under construction

EgyptCapacity 10MTMarket Leader –23% market share

Syria2MT under constructionStart up in 2010

IraqCapacity 5MT*Market Leader –28% market share* 3 MT to start up in 12/07

South Africa2MT under construction

Start up in 2009

AlgeriaCapacity 5.5MTMarket Leader –28% market share5.5 MT under constr.

Nigeria2.5MT under construction

Start up in 2008

TurkeyCapacity 1MT

(+3MT- equity affiliate)

Spain5MT Agg. pa

Cement grinding

stations3.5Mm3 RMX

North KoreaCapacity 3MT

PakistanCapacity 2MT

UAECapacity 3MTMarket Leader –15% market share

Saudi Arabia2MT under construction

Start up in 2010

Page 7: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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New Assets in Countries with Superior Growth Potential Backed by Oil and Gas Economies

� GDP and population growth

� Fast urbanization and huge infrastructure needs

� Cement consumption bound to grow

0 5000 10000 15000 20000 25000 30000 35000 40000 45000

0

200

400

600

800

1 000

1 200

1 400

0 5 000 10 000 15 000 20 000 25 000 30 000 35 000 40 000 45 000

Cement cons. (kg/ cap)

Iraq

Morocco

Egypt

Syria Hungary

Iran

Libya

Algeria

TunisiaTurkey

UK

France

Saudi Arabia

Taiwan

Portugal

Germany

Italy

Greece

GNI ($/ cap)

United States

Page 8: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Orascom Cement: A Superior Growth, Profitability & Cash Generation

� Superior growth• 2007-2010 CAGR Sales : 30%

• 2007-2010 CAGR EBITDA : 33%

� Superior profitability• Very favorable supply / demand balance in Orascom Cement’s

regions

• Full capacity utilization on the back of strong domestic demand and trading flows

• Solid price levels

• Low production costs (energy and labor)

• > 40% Operating Margin expected in 2008

� Superior cash generation • Strong profitability

• Low maintenance Capex (recent industrial assets)

• Low working capital requirement

• Favorable tax regime

• > 90% cash conversion rate

Page 9: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Orascom Cement: Highly profitable, with Great Potential

* Out of which 7 new countries for Lafarge

$1.5 bn> $1 bnFree Cash Flow

> 90 %> 90 %Cash Flow after Tax / EBITDA

$1.7 bn$1.3 bn EBITDA

> 40 %> 40 %Operating Margin

$3.4 bn $2.6 bnSales

45 MT35 MTTotal Cement Capacity

1310Number of plants

12*9Number of countries

2010e2008e

Page 10: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

Jean-Jacques GAUTHIERJean-Jacques GAUTHIERVice-President, FinanceVice-President, Finance

Page 11: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Transaction Overview

� Lafarge to acquire 100% of Orascom Construction Industries Cement and Aggregates assets from for €8.8 bn

• Orascom Construction Industries market capitalization: €13.6 bn

• Orascom Construction Industries: 60%-controlled by NassefSawiris and his family

� Transaction financed through

• €6.0 bn debt

• 22.5 million Lafarge new shares issued at a price of €125 per share

> through a €2.8 bn reserved capital increase subscribed by NS

� Orascom Cement Net debt assumed: €1.4bn

Page 12: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Transaction strengthened by Nassef Sawiris’ investment

� Nassef Sawiris’ commitment to Lafarge’s success and development

• €2.8 bn investment and 11.4% interest in Lafarge

• Long-term investment

> 10-year shareholder agreement with Lafarge

> Representation on Lafarge’s Board of Directors

> 4-year lock-up

> 4-year standstill

• Cooperation agreement between Lafarge and OrascomConstruction Industries

Long Term Aligned Interests

Page 13: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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A Transaction Meeting Lafarge Investment Criteria

� Accretive from year 1

� Value creative

• ROCE exceeding cost of capital in year 1

� Exceptional Free Cash Flow generation

� Solid financial structure

Page 14: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Anticipated Transaction Process and Timing

� The proposed transaction is subject to

• Shareholder approval of transaction

> Orascom Construction Industries shareholder approval of transaction

expected early January 2008

> Lafarge shareholder approval of 22.5m shares reserved capital

increase to Nassef Sawiris expected mid January 2008

• Customary antitrust and other regulatory approvals

� Transaction expected to close in Q1 2008

Page 15: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

Bruno LAFONTBruno LAFONTChairman and CEOChairman and CEO

Page 16: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Accelerating our Strategy

� A major breakthrough in our cement strategy

• Most attractive geographical spread with the best growth prospects

• Strong positions in all emerging markets

• Further potential for network optimization

• Increased emerging markets contribution to Group’s results, from 45% in 2007 to 55% in 2008 and 65% in 2010

� 260 million tons of cement capacity in 2010

• 50% increase in cement capacity with brand new assets

� An excellent mix of build and buy

Page 17: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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An Excellent Mix of Build and Buy

260 MT in 2010

45mt

21mt

24mt

170mt

52

9 11

189

2

8

5

2006 2007 2008 2009 2010

Lafarge internal development program of 45MT

Orascom Cement capex program 24MT

1114 13

26

MTLafarge 2006

Lafarge capex

program 06-10

Orascom

Cement Dec 06

Orascom Cement

capex program 07-10 Optimal phasing

of new capacities 90 MT

Page 18: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Substantial Synergies: in Excess of €150 M / Year by 2010

� Already identified

• Capacity increase

• Plants technical performance

• Procurement, logistics & trading optimization

• SG&A savings

� Additional local and regional synergies

• Network optimization

• Highly valuable human resources to accelerate our development model

• Platform for Aggregates and Concrete development in the region

Page 19: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Significant Opportunity for Synergies

Lafarge’s positions in Mature Markets

Lafarge’s positions in Growth Markets

Orascom Cement’s positions

Network

Page 20: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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India

Nigeria

Malaysia

Poland

Romania

Iraq

Egypt Algeria

South Africa

Other Growth

< 2% each

Others Mature

France

US

Greece

Spain

UK

Canada

Other Mature

Markets

Other Growth (less

than 2%)

A Well Spread Combined Portfolio

Mature markets

45%

Emerging markets

55%

EBITDA 2008e

� No growth country to represent more than 6% of EBITDA

Contribution of Emerging Markets to Lafarge’s EBITDA to Reach 65% by 2010

Page 21: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Smooth Execution

� Perfect geographic complementarity

� High quality of management

� Strong commitment to best standards and practices

� Focusing on mobilizing existing teams on Excellence 2008 objectives

� Focusing on start up of new plants

� Creation of a powerful regional center in Egypt

Page 22: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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An Enhanced Financial Profile

� A major boost to profitable growth strategy

• Accelerated Growth

> 2007-2010 Sales CAGR: + 3 percentage pts vs. standalone

• Improved profitability

> 2008 Operating margin: + 250 bp pts vs. standalone

• Increased cash flow generation

> Combined 2008-2010 free cash flow generation: + 25% vs. standalone

� While keeping a solid financial structure

Page 23: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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A Strengthened Group: Raised Financial Targets

� EPS > €15 in 2010

• vs. €7.86 in 2006

� ROCE exceeding 12% in 2010

• vs. 9.4% in 2006

� Free Cash Flow > €3.5 bn in 2010

• vs. €1.4 bn in 2006

Page 24: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Accelerating the Transformation of the Group

� A decisive acceleration to our Cement strategy in emerging markets:

• outstanding exposure and potential: the world leader, leader in emerging markets

• 65% of our results generated in emerging markets by 2010

� High profitability and cash generation

� A strong financial structure

� EPS exceeding €15 by 2010

A High Growth, Highly Profitable and Highly Focused Group

Page 25: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

Acquisition of Orascom Cement

A Decisive Move Towards Highly Profitable Growth

Acquisition of Orascom Cement

A Decisive Move Towards Highly Profitable Growth

December 10, 2007December 10, 2007

Page 26: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

AppendicesAppendices

Page 27: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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New Projects Underpinning OrascomCement’s Growth

� Algeria

+0.5 Mt Blanc

� Iraq

+2.9 Mt (Dec. 07)

� Turkey

+0.2 Mt

� Emirates

+3.0 Mt

� North Korea

+2.5 Mt

� Algeria

+2.5 Mt Gris

� Nigeria

+2.5 Mt

� Saudi Arabia

+1.8 Mt

� Algeria

+0.5 Mt Blanc

+2.5 Mt Gris

� Syria

+3.0 Mt

� South Africa

+2.0 Mt

MT

2005A 2006A 2007E 2008F 2009F 2010F

14.0

20.7

29.8

34.836.6

44.6

9.1

5.0

1.8

8.0

Page 28: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

28

164 168147 151 160

171 176195

225

304284

265246

332

300278

257236

217208

175186

2000 2001 2002 2003 2004 2005 2006 2007E 2008F 2009F 2010F

Cement Domestic Demand Growth in Middle East / Mediterranean Basin *in Line with Capacity Expansions

Domestic Demand / Capacity ratio: ≥ 90%

Cement domestic demand Capacity 100 % (MT)

* Morocco, Algeria, Tunisia, Libya, Egypt, Saudi Arabia, Yemen, UAE, Kuwait, Israel, Lebanon, Syria, Jordan, Iraq, Turkey, Afghanistan, Iran

MTonnes

Page 29: Acquisition of Orascom Cement - Lafarge · Acquisition of Orascom Cement A Decisive Move Towards Highly Profitable Growth December 10, 2007. ... Lafarge to acquire 100% of Orascom

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Disclaimer

Statements made in this presentation that are not historical facts, including statements regarding

expectations on the improvement in operations, the increase of capacities, market trends as well as

statements on expected sales, cost reductions, synergies, EBITDA, margins, cash flows, earnings per share and return on capital employed, are forward-looking statements made pursuant to the safe harbor

provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of

future performance and involve risks, uncertainties and assumptions ("Factors"), which are difficult to

predict. Some of the Factors that could cause actual results to differ materially from those expressed in the

forward-looking statements include, but are not limited to: the cyclical nature of the Company's business; national and regional economic conditions in the countries in which the Group does business; currency

fluctuations; seasonal nature of the Company’s operations; levels of construction spending in major

markets; supply/demand structure of the industry; competition from new or existing competitors;

unfavorable weather conditions during peak construction periods; changes in and implementation of

environmental and other governmental regulations; our ability to successfully identify, complete and efficiently integrate acquisitions; our ability to successfully penetrate new markets; and other Factors

disclosed in the Company's public filings with the French Autorité des Marchés Financiers. In general, the

Company is subject to the risks and uncertainties of the construction industry and of doing business

throughout the world. The forward-looking statements are made as of this date and the Company undertakes no obligation to update them, whether as a result of new information, future events or otherwise.