OGM Meeting Minutes Summary

Orascom Investment 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 the Resolutions of the

Ordinary General Assembly Meeting

Held on May 5th, 2019 at 2:30pm

At Fairmont Hotel - Magenta Ballroom - located at Corniche El Nil - Cairo.

On Sunday, May 5, 2019, at 2:30 pm the General Assembly Meeting of the shareholders of the Company convened under the chairmanship of Eng. Akil Hamed Bashir - Vice-Chairman. The meeting was attended by the following Board members:

· Eng. Akil Hamed Bashir - Non-executive Deputy Chairman;

· Eng. Tamer Mokhtar El Mahdi - Managing Director;

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

· Mr. Oussama Daniel Nassif - Executive Board Member;

· Mr. Mohamed Hamdan Ashmawy - Non-executive Board Member.

· Mr. Ayman el Tayeb Soliman - Non-executive Expert Board Member

The representative of the Egyptian Financial Regulatory Authority did not attend the Meeting.

The Auditor: Mr. Samy Abdel Hafeez (KPMG)- the Company's Auditor attended the Meeting.

The General Assembly resolved by majority to appoint the following:

Mr. Moustafa Mamdouh Abdel Razek as Secretary of the Meeting; and

Mr. Sherif Maher and Ms. Salma Labib Omar as vote scrutineers.

The total numbers of shares represented in the meeting amounts to approx. 58 % of the total share capital of the Company, and thus the legal quorum for the meeting is satisfied and the Chairman of the meeting announced its validity accordingly.

The Ordinary General Assembly resolved the following:

1. The General Assembly resolved by majority to ratify the Board of Directors' Report and the Governance Report on the Company's activities for the fiscal year ending on 31/12/2018;

2. The General Assembly resolved by majority to approve the ratification of the Auditor's Report regarding the standalone and consolidated financial statements for the fiscal year ending on 31/12/2018;

3. The General Assembly resolved by majority to approve the standalone and consolidated financial statements and ratify the general budget and income statement for the fiscal year ending on 31/12/2018;

4. The General Assembly resolved by majority to discharge the Chairman and all members of the Board of Directors for their services and liabilities during the fiscal year ending on 31/12/2018;

5. The General Assembly resolved by majority to determine the remuneration and allowances of the Chairman and the members of the Board of Directors, the members of the Audit Committee and the members of the Investment Committee for the fiscal year ending on 31/12/2019;

6. The General Assembly resolved by majority to appoint Mr. Samy Abdel Hafeez Ahmed Ibrahim from Hazem Hassan and Partners firm (KPMG), as the Company's auditor for the fiscal year ending on 31/12/2019 and determine his annual fees for EGP 198,000 (one hundred and ninety-eight thousand Egyptian pounds) as his annual professional fees;

7. The General Assembly resolved by majority to ratify the Board of Directors' resolutions during the fiscal year ending on 31/12/2018;

8. The General Assembly resolved by majority to approve the authorization of the Board of Directors to obtain loans, mortgages and issue guarantees to lenders for the Company and its subsidiaries where the Company owns a controlling stake;

9. The General Assembly resolved by majority to ratify the donations made during the fiscal year ended on 31/12/2018 and authorize the Board of Directors to donate up to EGP 2 million Egyptian Pounds during the fiscal year ending 31/12/2019.

10. The General Assembly resolved by majority to approve the office lease agreement between the Company and Orascom Pyramids Entertainment;

- The Vice-Chairman updated the General Assembly on the latest actions and procedures undertaken by the Company in connection with the acquisition of Nile Sugar Company. The Board of Directors delegated the Independent Financial Advisor to update the fair value and the valuation report in light of the audited financial statements of the fiscal year 31/12/2018 and 31/3/2019 respectively.

At the end of the meeting, the General Assembly resolved to delegate Mr. Mostafa Mamdouh Abdel Razek, Mr. Oussama Daniel Nassif, Mr. Sherif Maher Samy, Mrs. Salma Labib Omar, Mr. Gamal Gamil El Sayed Mahmoud and Mr. Hussein Abdel Dayem or any of Messrs. Anwar Adel Mahrous Zeidan, Khaled Mahmoud Mohamed Hammad, Ahmed Faris Abdulaziz Abu Saud, Issam Rajab Khamis Ahmed, and/or Nourhan Mohammad Yousef Mohammad al-Sarky and/or Omar Ahmed Hafez Aziz, lawyers at Zulficar and Partners, jointly or severally to undertake all required procedures to ratify and receive these minutes from the Egyptian Financial Supervisory Authority.

The meeting ended at 4:00 pm.

Head of Investor Relations

Marwan Hussein