OIH BOD 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: (6) of 2018

14 November 2018

On Wednesday, 14 of November 2018 at 2:30 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. Naguib Onsi Naguib Sawiris - Executive Chairman (by conference Call);

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

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

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

· Eng. Iskandar Shalaby Naguib Rizk Shalaby - Non-Executive Board Member (by conference Call);

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

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

· 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 approved the Audit Committee's report on the standalone and consolidated financial statements for the financial period ending on 30/9/2018.

Second Resolution: The Board of Directors unanimously approved the Auditor's Report on the standalone and consolidated financial statements for the financial period ending on 30/9/2018.

Third Resolution: The Board of Directors unanimously ratified the Board of Directors' Report on the standalone and consolidated financial statements for the financial period ending on 30/9/2018, as well as the outcome of the business for said period.

Fourth Resolution: The Board of Directors unanimously ratified the standalone and consolidated financial statements for the financial period ending on 30/9/2018, as well as the outcome of the business for such period.

Fifth Resolution: The Board of Directors approved to present a voluntary tender offer to acquire a non-controlling stake in Sarwa Capital Holding Company as follows:

First Scenario: The acquisition of 216,032,608 shares of Sarwa Capital Holding Company representing 30% of issued capital of the Company at a price of EGP 7.36 per share, equivalent to the Initial Public Offering price.

Second Scenario: The acquisition of a minimum of 144,021,739 representing 20% of the issued capital and up to 216,032,608 shares representing less than 30% of the issued capital of Sarwa Capital Holding Company at a price of EGP 6.62 per share, which is 10% less than the Initial Public Offering price in the Egyptian Exchange of EGP 7.36 per share.

The acquisition as per the first scenario or the second scenario will be executed after the finalization of the Capital Increase of Sarwa Capital Holding following the public offering of its shares in the Egyptian Exchange.

Orascom shall have the right to accept or reject the purchase of the offered shares in the event that the number of offered shares is less than 144,021,739 shares.

Sixth Resolution: The Board of Directors unanimously resolved to authorize and delegate Eng. Naguib Onsi Sawiris - Executive Chairman severally or Eng. Tamer Mokhtar El Mahdi - Chief Executive Officer jointly with Mr. Khalid Khairy el Laicy - Chief Financial Officer in signing the documents and applications of the voluntary tender offer, the shares purchase orders and signing all the documents necessary to implement the resolutions of the Board of Directors and the voluntary tender offer as well as any amendment to the terms of the tender offer and its withdrawal and appoint financial and legal advisors in accordance with the Executive Management's decision.

Seventh Resolution: The Board of Directors unanimously resolved to delegate Zulficar & Partners Law Firm to submit the voluntary tender offer file, the applications and information memorandum, receive and submit the documents, application and approvals to the Financial Regulatory Authority and the Egyptian Stock Exchange and to notify and submit documents and notices to the Egyptian Competition Authority.

Eighth Resolution:  The Board of Directors unanimously resolved to authorize Mr. Sherif Sadek and Mr. Marwan Hussein to jointly sign before the banks up to $50,000 or its equivalent in any other currency. The remaining signatory powers in the commercial register shall remain unchanged.

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 severally 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 Law Firm 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.

Head of Investor Relation

Marwan Mohamed Hussein