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: (3) of 2016

27 April 2016

On Wednesday, April 27, 2016 at 2 pm, the company's Board of Directors held a meeting at the company's premises at Twenty Sixth floor, Nile City Towers, South Tower, 2005A Cornish El Nil Ramlet Beaulac - 11221 - Cairo, Egypt, under the chairmanship of Mr. Naguib Onsi Naguib Sawiris - Executive Chairman of the Board of Directors and Managing Director, upon his invitation, the Board meeting was attended by members of the Board of Directors, namely:

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

· Eng. Akil Bashir - Non-Executive Deputy Chairman;

· Mr. Ayman Mohamed El Tayeb Soliman - Non-Executive Expert Board Member;

· Eng. Khaled Galal Girgis Bishara - Non executive Board Member;

· Mr. Youssef Fayez Shoukry Mouawad, Executive Board Member for Financial and Administrative Affairs in his own capacity and on behalf of Mr. Iskandar Shalaby Naguib Rizk Shalaby - Non-Executive Board Member;

· Dr. Sameh Youssef El Torgoman - Non-Executive Expert Board Member in his own capacity and on behalf of H.E. Ambassador Mohamed Ibrahim Mahmoud Shaker Mohamed - Non-executive 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: 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 31/12/2015, which were prepared in accordance with the Egyptian and International accounting standards. The Board approved in principle the nomination and appointing of Mr. Kamel Saleh from Saleh, Barsoum, Abd El Aziz and Partners firm (Deloitte), as the company's auditor for the fiscal year ending on 31/12/2016 and determining an amount of EGP 200,000 (two hundred thousand Egyptian pounds) as their professional fees for the fiscal year ending on 31/12/2016 to be presented to the company's Ordinary General Assembly to be ratified thereby.

Second resolution: The Board of Directors unanimously approved the report of the company's Auditor on the standalone and consolidated annual financial statements for the fiscal year ending on 31/12/2015, which were prepared in accordance with the Egyptian and International accounting standards.

Third resolution: The Board of Directors unanimously ratified the Board of Directors' report on the standalone and consolidated annual financial statements for the fiscal year ending on 31/12/2015, which were prepared in accordance with the Egyptian and International accounting standards as well as the outcome of the business for such period.

Fourth resolution: The Board of Directors unanimously ratified the standalone and consolidated financial statements for the fiscal year ending on 31/12/2015, which were prepared in accordance with the Egyptian and international accounting standards as well as the outcome of the business for such period.

Fifth resolution: The Board of Directors decided to delegate the executive Chairman to invite the shareholders to convene on May 15, 2016 to consider the following agenda:

1) Reviewing the Board of Directors' report on the company's activity in the fiscal year ending on 31/12/2015.

2) Ratifying the report of the company's Auditor regarding the financials for the fiscal year ending on 31/12/2015.

3) Reviewing the ratification of the standalone and consolidated financial statements for the fiscal year ending on 31/12/2015, and ratifying of the general budget and income statement for the same period.

4) Reviewing the discharge of the Chairman and all members of the Board of Directors for their services during the fiscal year ending on 31/12/2015.

5) Ratifying the structure of the company's Board of Directors.

6) Determining the remuneration and allowances of the Board Members and the Members of the Audit Committee for the fiscal year ending on 31/12/2016.

7) Reviewing the appointment of the company's Auditor for the fiscal year ending on 31/12/2016 and determining its annual fees.

8) Reviewing the ratification of the Board of Directors resolutions during the fiscal year ending on 31/12/2015.

9) Reviewing the 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 agreements that the company has concluded during the fiscal year ending on 31/12/2015.

10) Reviewing the ratification of the donations made during the fiscal year ending on during the fiscal year ending on 31/12/2015 and authorizing the Board of Directors with the donations during the fiscal year ending on 31/12/2016.

Sixth resolution: The Board of Directors approved the related party agreements to be concluded, in preparation for submission to the General Assembly of shareholders.

The Board of Directors delegated Mr. Oussama Daniel Nassif, Mr. Ashraf Zaki El Ibrachy, Mostafa Mohamed Gaber Mohamed El Shafei, Hatem Hasan Tolba Mohamed and Mostafa Saeed Ali Mohamed jointly or severally, to undertake all the 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