Orascom Inv Regulatory News (OIH)

Orascom Investment Holding S.A.E.

Established pursuant to the provisions of Law 95/1992

Head Office: Nile City Towers, South Tower,

2005 A corniche El Nile, Ramlet Beaulac, 11221, Cairo, Egypt

Authorized Capital: EGP 2,885,129,841 billion

Issued Capital: EGP 577,025,968.2 (fully paid)

Number of Issued Shares: 5,245,690,620

Commercial register number: 394061 Cairo

Summary of the Resolutions of the Ordinary General Assembly Meeting

Which convened on 8 May 2022

Via Conference Call

at 3 PM

On the 8th of May 2022 at 3:00 PM, pursuant to the invitation of Eng. Akil Hamed Beshir - Non-Executive Chairman, the Ordinary General Assembly of Orascom Investment Holding S.A.E convened via conference call through the Zoom application on the following link (https://www.zoom.us/j/86883293456), under the chairmanship of Eng. Akil Hamed Beshir, and the following matters were discussed at the Ordinary General Assembly of the Company, and the following board members attended the meeting:

- Eng. Akil Hamed Beshir, Non-executive Chairman (independent) and by proxy from Eng. Naguib Onsi Sawiris, CEO and Managing Director;

- Mr. Oussama Daniel Nassif, Executive Board Member;

- Eng. Hassan Moustafa Abdo-Non-Executive Board Member;

- Eng. Iskandar Shalaby, Non-Executive Board Member;

- Mr. Mohamed Hamdan Ashmawy-Non-Executive Expert Board Member (independent); and

- Mrs. Wafaa Shoukry Zaklama, Non-Executive Board Member.

Mr. Hatim Ahmed, attended on behalf of the Egyptian Financial Regulatory Authority, also, Mr. Mohamed Hassan Youssef - auditor of the Company, partner in Hazem Hassan & Partners (KPMG) attended the meeting via conference call.

Ms. Nada Yasser Hafez was appointed as the Meeting's Secretary and both Mrs. Viviane Samir Youssef and Mr. Gamal Gamil El Sayed were appointed as vote scrutineers.

The total numbers of shares represented in the meeting was (2,943,150,281) shares representing 56,106% of the Company's total share capital, which is a total number of 5,245,690,620 shares, thus the legal quorum for the meeting was met.

The Resolutions:

First resolution: The Shareholders, present or represented in the meeting, unanimously resolved to ratify the Board of Directors' Report on the Company's activities during the fiscal year ending on 31/12/2021.

Second resolution: The Shareholders, present or represented in the meeting, unanimously resolved to approve to ratify the Auditor's Report for the fiscal year ending on 31/12/2021.

Third resolution: The Shareholders resolved by a majority of the shares present or represented in the meeting to ratify the financial statements and the profit and losses accounts for the fiscal year ending on 31/12/2021.

Fourth resolution: The Shareholders, present or represented in the meeting (after excluding the abstaining shares), unanimously approved the Corporate Governance Report for the fiscal year ending on 31/12/2021.

Fifth resolution:  The Shareholders, present or represented in the meeting (after excluding the abstaining shares), unanimously resolved to ratify the Board of Directors' resolutions during the fiscal year ending on 31/12/2021.

Sixth resolution: The Shareholders by a majority of the shares present or represented in the meeting resolved to discharge the Chairman and all members of the Board for their liabilities during the fiscal year ending on 31/12/2021.

Seventh resolution: The Shareholders, present or represented in the meeting, unanimously resolved to ratify the changes in the structure of the Board of Directors, accordingly, the Board shall be composed as follows:

1. Eng. Akil Hamed Beshir, Non-executive Chairman (independent);

2. Eng. Naguib Onsi Sawiris, CEO and Managing Director;

3. Mr. Hassan Mostafa Abdo, Non-Executive Board Member;

4. Eng. Iskandar Shalaby Naguib Shalaby, Executive Board Member;

5. Mr. Ashraf AbdelTawab Salman, Non-Executive Expert Board Member;

6. Mr. Oussama Daniel Nassif, Executive Board Member;

7. Mr. Mohamed Hamdan Ashmawy, Non-Executive Expert Board Member; and

8. Mrs. Wafaa Shoukry Zaklama, Non-Executive Board Member.

Eighth resolution: The Shareholders, present or represented in the meeting, unanimously resolved to approve the proposed remuneration and allowances of the Chairman the Board Members, the Audit Committee and Investment Committee Members.

Ninth resolution: The Shareholders, present or represented in the meeting (after excluding the abstaining shares), unanimously resolved to approve the resignation of Mr. Hatem Abdelmoneim Montasser-Partner at Hazem Hassan and Partners KPMG and appoint Mr. Mohamed Hassan Youssef from Hazem Hassan and Partners (KPMG), as the Company's auditor for the fiscal year ending on 31/12/2022 and determine his annual fees for an amount of EGP 198,000 (one hundred and ninety-eight thousand Egyptian pounds) as his annual professional fees.

Tenth resolution: The Shareholders, present or represented in the meeting, by majority of votes resolved not to approve the (2) submitted related party agreements (after excluding the votes of the related parties):

- the proposed purchase agreement of OT Angola;

- the proposed technical collaboration agreement with one of Ora Developer's subsidiaries.

Eleventh resolution: The Shareholders resolved by majority of the shares present or represented in the meeting to authorize the Board to conclude loan and mortgage contracts, as well as issuing guarantees to lenders for the Company and its subsidiaries in which the Company holds a majority stake.

Twelfth resolution: The Shareholders, present or represented in the meeting, unanimously resolved to approve the donation made by the Company during the fiscal year 2021 and authorize the Board to donate an amount up to (1) million Egyptian pounds for the financial year 2022.

Chief Financial Officer

Marwan Mohamed Hussein