OIH Board 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, 29 Floor,

2005 A corniche 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 2019

April 21, 2019

On Sunday, 21st of April 2019 at 2:30 pm, the Company's Board of Directors meeting was held at the Company's premises, under the chairmanship of Eng. Akil Beshir - Vice-Chairman, upon the invitation of the Chairman. The Board meeting was attended by the following members of the Board of Directors;

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

· Eng. Tamer Mokhtar El Mahdi - Managing Director;

· Mr. Oussama Daniel Nassif - Executive Board Member;

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

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

· Mr. Mohamed Hamdan Mahmoud Ashmawy - Non-Executive board member;

· Mr. Sameh Youssef el Torgoman - Non-Executive Expert Board Member.

Mr. Mostafa Mamdouh Abdel Razek was appointed as Secretary of the meeting. Mr. Khaled Khairy El Laicy, Chief Financial Officer attended the meeting. 

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

Resolution No. 1

The Independent Members of the Board of Directors (with the abstention of the related Directors) decided the following:

1. Mandate/assign the Independent Financial Advisor to update the valuation report to take into consideration the results of the audited financial statements for the period ending on 31/12/2018 and the audited financial statements for the period ending on 31/3/2019 that will be issued for this purpose.

2. Delegate the Vice-Chairman to negotiate the extension of the exclusivity period for the consummation of the transaction due on 26/4/2019 with the representatives of the sellers.

3. Amend the first section of the tenth item on the agenda of the Ordinary General Assembly scheduled to convene on 05/05/2019 regarding the acquisition of Nile Sugar Company to be: "update the General Assembly of the latest procedures undertaken by the Company until the update of the Independent Financial Advisor's report and the finalization of the negotiations of the transaction". Moreover, to publish an amendment to the resolution in the press in accordance with the applicable regulations.

The Board resolved to delegate Mr. Mostafa Mamdouh Abdel Razek, Mr. Oussama Daniel Nassif, Mr. Sherif Maher Samy, Mrs. Salma Omar Labib, 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 legal consultancy and law firm , 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 Relation

Marwan Mohamed Hussein