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,

2005A Cronish El Nil, 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 2018

27 November 2018

On Tuesday, 27th of November 2018 at 3:00 pm, the Company's Board of Directors meeting was held, under the chairmanship of Eng. Akil Hamed Beshir - Non-Executive 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 Deputy Chairman (independent) in his own capacity and on behalf of Eng. Naguib Onsi Naguib Sawiris - Executive Chairman;

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

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

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

· Mr. Mohamed Hamdan Mahmoud Ashmawy - Non-Executive Board Member (independent); and

· Mr. Oussama Daniel Nassif Faltas - Executive Board Member.

The Board of Directors resolved the following:

First resolution: The Board of Directors unanimously resolved to approve:

1) Obtain a term facility of an amount up to USD 170,000,000 (only one hundred and seventy million United States Dollars) from the African Export-Import Bank (the "Facility");

2) The entry into a facility agreement documenting the terms of the Facility .

3) The entry into and execution of all Finance Documents and other Transaction Documents and Transaction Security Documents (as such terms are defined under the Facility Agreement);

Second resolution: The Board of Directors unanimously approved to delegate and authorize Eng. Naguib Onsi Naguib Sawiris - Executive Chairman, severally, or any two of the following jointly: Eng. Tamer Mokhtar Ahmed El Mahdi - Managing Director and Mr. Khalid Khairy Mahmoud El Laicy - Chief Financial Officer and Mr. Oussama Daniel Nassif, Executive Board member, ("Authorized Signatory") to negotiate, approve and execute, on behalf of the Company, the Facility Agreement, Fee Letter(s), Promissory Note(s) and delegation letter(s), Utilization Requests, any other Finance Documents, Transaction Security Documents and/or Transaction Documents or such other documents as may be necessary in relation to the Facility and to take all the required procedures to register and perfect any charge, lien, mortgage, pledge or any other Security under the Transaction Security Documents and any other documents necessary on behalf of the Company before all the Egyptian governmental and non-governmental entities.

The Board of Directors delegated Mr. Mostafa Mamdouh Abdel Razek, Mr. Oussama Daniel Nassif, Mr. Sherif Maher Samy, Mr. Gamal Gamil El Sayed Mahmoud and Mr. Hussein Abdel Dayem jointly or severally to undertake all required procedures to ratify and receive the minutes from the Egyptian Financial Supervisory Authority, receive it and annotate all the afore-mentioned in the company's commercial register.

The meeting was concluded at 4 pm.

Head of Investor Relation

Marwan Mohamed Hussein