Orascom Inv Regulatory News (OIH)

Orascom Telecom Media and Technology Holding S.A.E.

Established pursuant to the provisions of Law 95/1992

Head Office: twenty Sixth floor, Nile City Towers, South Tower,

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

Authorized Capital: EGP 22 Billion

Issued Capital:

EGP: 2,203,190,060.40

(Fully paid)

Number of Issued Shares:

5,245,690,620

Summary of Board of Directors Resolutions

No: (7) of 2016

December 20, 2016

On Tuesday December 20, 2016, at 2:30 pm, the Board of Directors of the company convened under the chairmanship of Eng. Naguib Onsy Naguib Sawiris - Executive Chairman and Managing Director, the meeting was attended by the following board members:

· Eng. Naguib Onsy Naguib Sawiris - Executive Chairman and Managing Director;

· Mr. Youssef Fayez Shoukry Moawad - Executive Board Member for Financial and Administrative Affairs in his own capacity and on behalf of Eng. Khaled Galal Guirgis Bichara - Non-Executive Board Member;

· Eng. Iskandar Shalaby Naguib Rizk Shalaby - Non-Executive Board Member (Non-Independent) in his own capacity and on behalf of Mr. Ashraf Abdel Tawab abdel Razak Salman - Non-Executive Expert Board Member;

· Mr. Ayman Mohamed El Tayeb Soliman - Non-Executive Expert Board in his own capacity and on behalf of H.E. Ambassador/ Mohamed Ibrahim Mahmoud Shaker Mohamed - Non-Executive Board Member;

· Eng. Akil Bashir - Non-Executive Deputy Chairman (Independent);

· Dr. Sameh Youssef El Torgoman - Non-Executive Expert Board Member;

Mr. Oussama Daniel Nassif was appointed as Secretary of the meeting.

Eng. Tamer Mokhtar El Mahdi - Deputy CEO of the company attended the meeting.

Having reviewed and deliberated on the agenda, the Board of Directors has resolved the following:

Fist resolution: Approve on a preliminary basis the sale of the Company's entire shareholding in Middle East and North Africa Company Submarine Cable Systems (MENA Cables) S.A.E. being 2,806,366 nominal shares as per the terms of the share purchase agreement (the "SPA") to Network i2i Company and/or different other purchasing companies and to delegate Eng. Naguib Onsi Naguib Sawiris, Executive Chairman and Managing Director severally or Eng. Tamer Mokhtar Ahmed El Mahdi -Deputy CEO and Mr. Oussama Daniel Nassif, Chief Legal Officer jointly or any person or persons the Executive Chairman may delegate, to negotiate the terms and conditions of the SPA on behalf of the Company, sign, on the Company's behalf, all documents, contracts, applications, notices, forms, and sales contracts and orders before any governmental authority or otherwise, including but not limited to, the Egyptian Exchange, the Egyptian Financial Supervisory Authority and the broker, that may be required to execute and consummate the sale of the Company's entire shareholding in Middle East and North Africa Company Submarine Cable Systems (MENA Cables) S.A.E. for a total consideration of USD 90,000,000 (ninety million United States Dollars) including the settlement of current shareholder account and subject to final evaluation and final settlement of the price pursuant to the SPA (the "Transaction"), including but not limited to, signing and delivering the sale orders and the instruction letter and the compliance certificate with regard to the Transaction; and generally undertake all necessary actions that may be required or suggested for the purpose of consummating the Transaction.

Second resolution: The appointment of El Asema for Financial Consultancy Company as an independent financial advisor to evaluate Middle East and North Africa Company Submarine Cable Systems (MENA Cables) S.A.E subject of the SPA in accordance with the listing rules.

Third Resolution: The Board of Directors approved the acceptance of the resignation of Eng. Naguib Onsy Naguib Sawiris as Managing Director as of 1/1/2017 while remaining the Executive Chairman of the Board of Directors of the Company with the same signatory powers.

Fourth resolution: The Board approved the acceptance of the resignation of Mr. Youssef Fayez Shoukry Moawad from his position as Executive Board Member for Financial and Administrative Affairs and cancelling his signatory powers as of 1/1/2017, and the appointment of Eng. Tamer Mokhtar Ahmed El Mahdi as Board Member and Managing Director of the Company as a replacement as of 1/1/2017.

Fifth resolution: The Board approved the appointment of Mr. Khalid Khairy Mahmoud El-Laithy as Chief Financial Officer of the Company as of 1/1/2017.

Sixth resolution: The Board approved amending the signatory powers on behalf of the Company in the commercial register as of 1/1/2017 as follows:

a) Eng. Tamer Mokhtar El Mahdi and Mr. Khalid Khairy Mahmoud El-Laithy shall have the right to individually sign with a maximum limit of five hundred thousand US dollars or its equivalent in any other currency.

b) Delegating Mr. Khalid Khairy Mahmoud El-Laithy in dealing with banks as well as opening and closing bank accounts.

c) Eng. Tamer Mokhtar El Mahdi shall have the right to jointly sign with Mr. Khalid Khairy Mahmoud El-Laithy or Mr. Oussama Daniel Nassif (General Legal Counsel) with a maximum limit of two million US dollars or its equivalent in any other currency.

d) Mr. Khalid Khairy Mahmoud El-Laithy shall have the right to jointly sign with Eng. Tamer Mokhtar El Mahdi or Mr. Oussama Daniel Nassif with a maximum limit of two million US dollars or its equivalent in any other currency.

e) Any two of the following: Mr. Khalid Khairy Mahmoud El-Laithy, Eng. Tamer Mokhtar El Mahdi and Mr. Oussama Daniel Nassif, shall have the right to jointly sign on behalf of the Company on all purchase, sale, or mortgage agreements of all real estate, movables and others related to the Company's objectives before the Public Notary, the public and private business sector and sign on all contracts whether local or foreign with a maximum limit of five million US dollars or its equivalent in any other currency and to sign on behalf of the Company before the Egyptian Financial Supervisory Authority.

f) Mr. Khalid Khairy Mahmoud El-Laithy and Mr. Oussama Daniel Nassif, shall have the right to individually sign on non-disclosure and non-binding agreements.

g) The financial signature powers, and delegations previously granted to Eng. Naguib Onsi Naguib Sawiris Executive Chairman and Managing Director which are set forth in the commercial register, shall remain as it is without any change (which does not contradict with the above authorities).

The Board of Directors delegated Mr. Oussama Daniel Nassif, Mr. Ibrahim Ali Ibrahim, Mr. Ashraf Hassan Zaki Elibrachy, Mr. Mostafa Mohamed Gaber Mohamed Elshafei, Mr. Hatem Hassan Tolba Mohamed and Mr. Mostafa Said Aly Mohamed jointly or severally to undertake all required procedures to ratify and receive these minutes from the Egyptian Financial Supervisory Authority.

The meeting ended at 3:00 pm.

Head of Investor Relation

Marwan Mohamed Hussein