OIH OGM 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

On Tuesday, 8^th December 2020, the Ordinary General Assembly of the shareholders convened at 4:00 pm via ZOOM video conference, under the Chairmanship of Eng. Akil Hamed Bashir -Vice-Chairman, upon the invitation and amendment to the invitation addressed to the shareholders, the Financial Regulatory Authority, the Auditor and the Board of Directors. The Ordinary General Assembly was attended by the following Directors:

·    Eng. Akil Hamed Bashir - non-executive Vice-Chairman;

·    Eng. Hassan Mostafa Abdo - non-executive Director;

·    Dr. Sameh Youssef El Torgoman - non-executive Director;

·    Mr. Oussama Daniel Nassif - executive Director;

·    Mr. Ashraf Salman - non-executive Director;

The meeting was also attended by Mr. Mohamed Hassan representing Mr. Hatem Montasser from Hazem Hassan KPMG, Auditor of the Company.

The shareholders unanimously approved the appointment of Mr. Moustafa Abdel Razek as Secretary of the Meeting and Mrs. Heba Fawzy and Mrs. Salma Labib Omar as vote scrutineers.

The shareholders attending the meeting represents amounted to approx. 56.191% of the total share capital of the Company.

The shareholders of the Ordinary General Assembly resolved the following:

First Resolution: The shareholders approved by majority the authorization of the Chairman to enter into a related party transaction in accordance with Article (99) and (100) of Law 159 of 1981, by entering into a sale and leaseback agreement with Beltone Financial Leasing (a subsidiary of Beltone Financial Holding SAE) and other financial leasing companies, whereby latter will finance the Company up to 100 million Egyptian pounds against the sale and lease back of the 26th floor in the South Tower of the Nile City Towers. The repayment of the amount of financing shall commence after the lapse of a one year grace period and shall be repaid over 7 years on 28 quarterly installments in addition to one bullet payment at maturity. Upon the repayment of the instalments, the asset will be repurchased by the Company at a nominal value of 1 EGP.

Second Resolution: The shareholders approved by majority the authorization of the Chairman to enter into a related party transaction in accordance with Article (99) and (100) of Law 159 of 1981, by entering into a lease agreement to lease an office space as premises to OFH between the Company and Orascom Financial Holding SAE (under incorporation ("OFH"). Whereby the Company shall lease two units to OFH for a monthly rental value of USD 2000 to be used as the premises of OFH for one year.

Third Resolution: The shareholders approved by majority the authorization of the Chairman to enter into a related party transaction in accordance with Article (99) and (100) of Law 159 of 1981, by entering into an agreement with Beltone Financial Holding and its subsidiaries, whereby the latter shall provide the following services for a term of one year:

1-    Financial and investment consultancy and initial public offerings.

2-    Portfolio and fund management.

3-    Non-banking financial services.

4-    Trading of stocks, shares and debt instruments.

Beltone Financial Holding and its subsidiaries shall receive commission up to 5% of any consummated transaction.

The meeting ended at 4:30 pm.