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: 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: (1) of 2018

April 29, 2018

On Sunday, 29th of April 2018 at 2:00 pm, the Company's Board of Directors meeting was held at the Company's premises, under the chairmanship of Eng. Naguib Onsi Naguib Sawiris - Executive Chairman of the Board of Directors, upon his invitation, the Board meeting was attended by members of the Board of Directors, namely:

· Eng. Naguib Onsi Naguib Sawiris - Executive Chairman;

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

· Eng. Tamer Mokhtar Ahmed El Mahdi - Managing Director;

· Mr. Ashraf Abdel Tawab Abdel Razek Salman - Non-Executive Expert Board Member (independent);

· Mr. Ayman Mohamed El Tayeb Soliman - Non-Executive Expert Board Member in his own capacity and on behalf of Eng. Iskandar Shalaby Naguib Rizk Shalaby - Non-Executive Board Member; and

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

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

Mr. Khaled Khairy El Laicy, Chief Financial Officer and Mr. Sherif Sadek, Finance Director, also attended the meeting.

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

First resolution: The Board of Directors unanimously approved the Audit Committee's report on the standalone and consolidated annual financial statements for the fiscal year ending on 31/12/2017, which were prepared in accordance with the Egyptian and International accounting standards. The Board of Directors approved in principle the nomination and appointment of Mr. Samy Abdel Hafeez Ahmed Ibrahim from Hazem Hassan and Partners firm (KPMG), as the Company's auditor for the fiscal year ending on 31/12/2018 and determining their annual professional fees to be presented to the General Assembly.

Second resolution: The Board of Directors unanimously approved the Company's Auditor's Report on the standalone and consolidated annual financial statements for the fiscal year ending on 31/12/2017, which were prepared in accordance with the Egyptian auditing standards.

Third resolution: The Board of Directors unanimously ratified the Board of Directors' annual report on the standalone and consolidated financial statements for the fiscal year ending on 31/12/2017.

Fourth resolution: The Board of Directors unanimously ratified the standalone and consolidated financial statements for the fiscal year ending on 31/12/2017.

Fifth resolution: The Board unanimously approved the resignation of Eng. Khaled Bichara and the appointment of Mr. Mohamed Hamdan Mahmoud Ashmawy as an Experienced Independent Board Member and Mr. Oussama Daniel Nassif Faltas, Chief Legal Officer as replacements for the belated Ambassador/Mohamed Ibrahim Shaker Mohamed and Eng. Khaled Bichara as Board members as of 1/5/2018, until presented to the General Assembly.

Sixth resolution: The Board of Directors unanimously approved terminating all the signature powers of Mr. Wael Adel on behalf of the Company and replace him with Mr. Sherif Mohamed Sadek. All the other signatory powers in the commercial register shall remain as they are.

Seventh resolution: The Board of Directors, with the abstention of the related Board Members, approved the following related party transactions to be concluded, subject to the ratification of the General Assembly.

Eighth resolution: The Board of Directors approved the executive Chairman's invitation of the shareholders to convene on Tuesday, June 5th, 2018 to review and discuss the following agenda:

1. Ratification of the Board of Directors' report on the Company's activities during the fiscal year ending on 31/12/2017.

2. Ratification of the Auditor's report regarding the financials for the fiscal year ending on 31/12/2017.

3. Ratification of the standalone and consolidated financial statements for the fiscal year ending on 31/12/2017, and the general budget and income statement for the same period.

4. he discharge of the Chairman and all members of the Board of Directors for their services during the fiscal year ending on 31/12/2017.

5. Ratification of the structure of the Board of the Directors.

6. Determining the remuneration and allowances of the Board Members and the Members of the Audit Committee for the fiscal year ending on 31/12/2018.

7. The appointment of the Company's Auditor for the fiscal year ending on 31/12/2018 and determining its annual fees.

8.Ratification of the Board of Directors resolutions during the fiscal year ending on 31/12/2017.

9. Delegation of the Board of Directors to enter into loan and mortgage agreements as well as the issuance of lenders guarantees to the company and its subsidiaries where the company is a controlling shareholder and ratifying related party transactions that the Company has concluded during the fiscal year ending on 31/12/2017 and authorizing the Board of Directors to enter into related party transactions for 2018.

10. Ratification of the donations made during the fiscal year ending on during the fiscal year ending on 31/12/2017 and authorizing the Board of Directors to donate during the fiscal year ending on 31/12/2018.

Ninth resolution: The Board of Directors resolved to delegate the executive Chairman to invite the shareholders to convene on Tuesday, June 5, 2018 to review and discuss the following agenda:

1- Review and approve the amendment of the second article of the Articles of the Association of the company to change the name of the company.

2- Review and approve the amendment of the fourth article of the Articles of the Association of the company to change the address of the company.

Tenth resolution: The Board of Directors unanimously approved the Company's plan and investment strategy for 2018.

the Board resolved to delegate Mr. Mostafa Mamdouh Abdel Razek, Mr. Oussama Daniel Nassif, Mr. Sherif Maher Samy, Mr. Gamal Gamil El Sayed Mahmoud, 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