Company Announcements

Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction in violation of the relevant laws of such jurisdiction.

Cairo, Egypt: Tuesday, February 16, 2021, Orascom Investment Holding S.A.E. ("OIH") makes reference to its announcement dated February 5, 2021 announcing the suspension of trading of its ordinary shares on the Egyptian Exchange and its Global Depositary Receipts on  the London Stock Exchange, in each case with effect from the commencement of trading on February 11, 2021, in connection with the implementation of its previously announced demerger involving a distribution by OIH of ordinary shares of Orascom Financial Holding S.A.E. ( the "OFH shares") to holders of record of OIH shares. 

OIH is pleased to announce the resumption of the trading in its ordinary shares on the Egyptian Exchange and the restoration of listing and trading of its Global Depositary Receipts on the London Stock Exchange, in each case with effect from the commencement of trading on February 17, 2021.  OIH also announces the commencement of trading of the ordinary shares of OFH on the Egyptian Exchange with effect from the commencement of trading on February 17, 2021.

Egyptian Disclosure Reports in respect of OIH and OFH, which are required to be published by the Egyptian Exchange and contain additional information about the demerger, OIH and OFH, will be made available on OIH's website today and are reproduced as Appendix 1 and Appendix 2 to this announcement.

Chairman and Managing Director:

Naguib Onsi Sawiris

This announcement, and any copy thereof, may not be directly or indirectly distributed in or to persons resident in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.

This announcement does not constitute or form part of an offer of securities in the United States, or a solicitation to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities law of any state or jurisdiction in the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States. There will be no public offer of securities in the United States.

This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005, 1529) (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

In any European Economic Area Member State (each, a "Relevant State"), this communication is only addressed to, and is only directed at, qualified investors in that Relevant State within the meaning of Article 2(e) of the Prospectus Regulation and in the United Kingdom is only addressed to, and is only directed at, qualified investors, within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of EUWA, (collectively "Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State and the United Kingdom.

This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'will', 'would' or 'should'. All forward-looking statements are management's present expectations of future events and are subject to a number of factors and uncertainties that could cause actual events and results to differ materially from those described in the forward-looking statements.  OIH makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

Appendix 1

OIH Egyptian Disclosure Report

Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction in violation of the relevant laws of such jurisdiction.

Disclosure Report

Orascom Investment Holding ("OIH") SAE

Subject to provisions of Article 138 of Executive Regulations

of Law no. 159 for the year 1981 on Joint Stock Companies, Partnerships Limited by Shares and Sole Person Company

This disclosure report was prepared as required in accordance with article 138 of the Executive Regulations of Law no. 159 for the year 1981 for Joint Stock Companies, Partnerships Limited by Shares and Limited Liability Companies, subject to article 24 of Listing and Delisting Rules of the Egyptian Stock Exchange and the Financial Regulatory Authority's (FRA) Board of Directors decision no.124 for the year 2010 as per its latest amendments. This disclosure report was prepared to disclose and fulfill the requirements permitting Orascom Investment Holding's shares to be traded after the demerger, noting that the Company's shares have been listed on the Egyptian Stock Exchange ("EGX") on 29/12/2011 and the shares have been previously registered in Misr for Central Clearing, Depository and Registry on 02/01/2012.

1.       Name of the Company: Orascom Investment Holding SAE

2.       Incorporation of the Company: 

-           The FRA's Incorporation of Companies Committee has approved, as per law no. 95 for the year 1992 and its executive regulations, in meeting no. (80) held 22/11/2011 to incorporate Orascom Telecom, Media and Technology Holding SA, which resulted from the demerger of Orascom Telecom Holding. Its minutes were ratified by the Chairman of the FRA on 22/11/2011, and the signatures of founders of the Company have been certified at the North Cairo Authentication Office under notarization minutes no. 3406 (c) of 2011 dated 28/11/2011. The deed of incorporation and the Articles of Association of said company have been published in issue no. 99 of Investment Gazette on November 2011.

-           On the 5^th of June 2018, the Extraordinary General Assembly of Orascom Telecom, Media and Technology Holding has resolved that the name of the Company shall be amended to Orascom Investment Holding, an Egyptian Joint Stock Company, subject to the provisions of Capital Market Law no. 95 for the year 1992 and its executive regulations, and such amendment was published in issue no. 66 of Investment Gazette of July 2018.

3.       Registration Number in the Commercial Registry: 394061, Date of registration: 19/11/2011, Place of Registration: New Commercial Registry - Cairo.

4.       Governing law of the Company: Capital Market Law no. 95 for the year 1992 and its executive regulations.

5.       Closing Date of the Company's Financial Year: 31 December of each year.

6.       The extent to which tax exemptions exist: None.

7.      Registration Data in Misr for Central Clearing, Depository and Registry:

Date of registration in Central Depository: 02/01/2012

Date on which shares were made available for trading in statements of account: 22/01/2012

8.       Registration Data in the EGX:

Before Demerger

After Demerger

9.       Demerger Resolution Background:

(1)     The demerger of the company will occur in accordance with the horizontal demerger method based on the nominal value of its shares in accordance with the financial statements of the financial year ending on 31/12/2019 which shall be considered as the basis on which the demerger will take place so that Orascom Investment Holding SAE (the "Demerging Company") shall continue and its issued capital shall be reduced by reducing the nominal value of its shares, provided that the Demerging Company shall specialize in carrying-out various investment activities, and shall maintain its license as a company whose purpose is "to participate in the incorporation of all joint-stock companies or limited liability companies that issue financial securities or increasing their share capital". Moreover, the demerger shall result in the formation of a new company under the name of Orascom Financial Holding SAE, (the "Demerging Company") an Egyptian joint stock company subject to the provisions of Capital Market Law no. 95 for the year 1992 and its Executive Regulations whose purpose is "to participate in the incorporation of all companies, that issue financial securities or increasing their share capital, and working in non-banking financial activities". The Demerged Company shall be owned by the same shareholders of Orascom Investment Holding SAE at the date of the execution of the demerger and with the same shareholding percentages for each shareholder before the execution of the demerger.

(2)     Ratification of the Demerger rationale/reasons are as follows: The unique financial leverage that is granted to financial service companies due to the nature of their business, may mislead investors and analysts evaluation of Orascom Investment Holding SAE as an investment holding company. Additionally, some investors may express greater interest in the financial services sector and vice versa. Therefore, such demerger will give investors a good opportunity to invest in the sectors they desire or to depart from the undesirable sectors, as well as the possibility of providing multiple options for investors to invest in, which may attract more investments from Egypt or abroad to the Demerging Company and the Demerged Company. Moreover, more opportunities will be provided for the Demerging Company and the Demerged company to grow and to participate in new investments in their fields and the allow the management to focus on the activities of each field in order to reach the highest levels of performance and to improve the financial position of the Demerging Company and the Demerged company by distributing the Company's assets and liabilities based on the activities carried out by the subsidiaries of each company.

(3)     Approve the report issued by the Economic Performance Department of the General Authority for Investment and Free Zones ("GAFI") regarding the net equity for the Demerging and Demerged Company based on the financial statements of 31/12/2019 as issued under no. 837 dated 2/9/2020. Such report concluded that the net equity of the company before carrying-out the demerger is 2,900,138,900 Egyptian pounds as the basis of the demerger, of which an amount of 890,251,800 Egyptian pounds represents the equity of the Demerging Company, and an amount of 2,009,824,600 Egyptian pounds represents the equity of the Demerged Company.

(4)     Approve Orascom Investment Holding SAE's demerger along with all of its tangible and intangible assets, in addition to the distribution of all assets, liabilities and equity between the Demerging and Demerged Company according with the terms and conditions of the detailed demerger report at book value without any re-valuation accompanied by the auditor's opinion on the report, so that the Demerged Company shall replace the Demerging Company with respect to its tangible and intangible assets, including the shares of the subsidiaries and its obligations and rights. Moreover, to authorize and delegate the Chairman or whoever he delegates to take all necessary actions to complete the demerger procedures and to enter into all agreements related to the demerger process, including the necessary agreements for the Company's business during the transitional period.

(5)     Approval on the demerger agreement as following:

-       The demerger shall be completed on a nominal value basis for Orascom Investment Holding (SAE) in accordance with the financial statements as of 31/12/2019 (before the demerger) amounting to EGP 2,900,138,900 as the bases of the demerger, of which an amount of 890,251,800 Egyptian pounds representing the equity of the Demerging Company and an amount of EGP 2,009,824,600 representing the equity of the Demerged Company, taking into account the major deals that will take place until the completion of the demerger.

-       Approve the nominal value of the Demerging Company' share shall be 11 piasters, and the nominal value of the Demerged Company's share shall be 31 piasters.

-       Approve that the difference between the net equity of the Demerging Company and Demerged Company as well as the issued capital of each company will be set aside to form reserves for both the Demerging Company and the Demerged Company.

-       Approve the amendments of articles (6 and 7) of the Articles of Association of the Demerging Company reflecting the change of the company's authorized share capital to become 2,885,129,841 Egyptian pounds and the issued share capital of the company to become 577,025,968.2 Egyptian pounds, distributed into 5,245,690,620 shares with a nominal value of 11 piasters per share. Then, the issued share capital shall be decreased by reducing the nominal value of the company's shares in exchange for issuance of new shares to the shareholders of the Demerged Company without consideration, representing the reduced value of the company's issued capital.

-       Approve the deed of incorporation and the Articles of Association of Orascom Financial Holding SAE with an authorized share capital of EGP 8,130,820,461 and issued share capital of EGP 1,626,164,092.20, distributed into 5,245,690,620 shares with a nominal value of 31 piasters per share.

(6)     Approve the continuation of the listing of Demerging Company's shares, after reducing its issued share capital and listing the shares of the Demerged Company on the EGX immediately following the demerger as all necessary conditions are met for both companies. Accordingly, there will be no need to compensate the shareholders for not being registered by repurchasing the shares. Moreover, the Chairman of the Board of Directors is delegated and authorized to submit a request to reduce the share capital of the Demerging Company and to file a listing application to register the Demerged Company on the EGX and to coordinate with the Misr for Central Clearing, Depository and Registry (MCDR).

(7)     Approve not to establish a GDR program for the Demerged Company after its incorporation and to delegate the chairman or whoever he delegates to finalize all the procedures contained in this resolution before all internal and foreign bodies in accordance with the applicable laws and regulations, and to transfer the shares of the Demerged Company, after being incorporated, as owned by Bank of New York Mellon (the registered owner) to the beneficial owners, as well as to sign any documents or contracts as may be required.

(8)     Approve that the subsidiaries and sister companies of both the Demerging Company and Demerged Company shall be restructured, so that 9 companies operating in various investment fields shall remain affiliated to the Demerging Company; and transfer Beltone Financial Holding and Sarwa Capital Holding for Financial Investments, as well as the receivable due from Victoire Investment Company to Orascom Investment Holding SAE shall be transferred to the Demerged Company as per the detailed demerger report and the report issued by the Economic Performance Department of the General Authority for Investment and Free Zones. Delegate the chairman or any person who he has delegated to finalize the procedures of transferring ownership, and in particular to apply to the FRA to obtain a the non-objection on the transfer of certain subsidiaries from the Demerging Company to the Demerged Company in light of the restructuring of the ownership of the subsidiaries after the demerger according to the proposed detailed demerger report, taking into account that the ratio of shares owned in both Beltone Financial Holding and Sarwa Capital Holding for Financial Investments will be transferred to the new Demerged Company that is listed on the EGX, in order to obtain an exception from paying in cash and to notify the FRA that a mandatory tender offer will not be required .

(9)     Ratify the pro forma financial statements of the Demerging Company and the Demerged Company for the financial years ending 31/12/2018 and 31/12/2019 and the auditor's reports. Furthermore, the EGM has ratified the memorandum reflecting the legal opinion of the legal counsel of the Company to the extent to which the demerger agreement complies with the applicable legal procedures, it also ratified the deed of incorporation and the Articles of Association of the Demerged Company as well as the amendments to Articles (6) and (7) of the Articles of Association of the Demerging Company.

(10)   Delegate the Board of Directors
to make any amendments that the relevant regulatory authorities may require to amend the Articles of Association of the Demerging Company and/or the deed of incorporation and Articles of Association of the Demerged Company, as well as any amendments to the detailed demerger report and/or the demerger agreement, and to also authorize the Chairman to issue all decisions and to take all necessary actions to execute the demerger, and to delegate the Board of Directors to approve the disclosure report for each of the companies resulting from such demerger according to Article 138 of the Executive Regulations of no. Law 159 for the year 1981.

Second: On 17/11/2020, the approval of FRA was issued to reduce the issued and fully paid-up share capital of Orascom Investment Holding (the Demerging Company), due to the demerger, from 2,203,190,060.4 Egyptian pounds to 577,025,968.2 Egyptian pounds, divided into 5,245,690,620 shares with a nominal value of 11 piasters per share, in light of the valuation made by the Committee formed at the General Authority For Investment and Free Zones ("GAFI"), provided that an amount of 313,225,831.8 Egyptian pounds shall be set aside to form reserves for the Demerging Company.

Third: On 10/12/2020 and under No. 15024 at Cairo Commercial Registry, the commercial register of Orascom Investment Holding (the Demerging Company) has been amended in order to reflect such decrease of the issued share capital to become 577,025,968.2 Egyptian pounds, distributed on 5,245,690,620 shares with a nominal value of 11 piasters per share.

Fourth: As a result of the demerger, publish the amendments of the Articles of Association of Orascom Investment Holding (the Demerging Company) in Investment Gazette, the Company's authorized share capital is EGP 2,885,129,841.

Fifth: The optional suspension of trading on shares of Orascom Investment Holding on both the Egyptian Stock Exchange and on London Stock Exchange to complete the demerger.

Sixth: Shares of Beltone Financial Holding as well as the shares of Sarwa Capital Holding for Financial Investments shall be transferred from Orascom Investment Holding (the Demerging Company) to Orascom Financial Holding (the Demerged Company).

10.     Share Capital Development since incorporation until now:

11.     A statement of founders and subscribers and their shares:

12.     A statement of current shareholders holding 3% or more, their shares and their capacity:

It's worth noting that OTMT Acquisition S.A.R.L. Luxembourg is the beneficial owner of approximately 51.66% of the Company's shares in the form of GDRs, in addition to a percentage of 0.64% owned by Orascom TMT Investments S.A.R.L. (formerly, Weather Investments II S.A.R.L. (Luxembourg)) its owner, and the remaining beneficial owners holds 3.31% of the Company's shares in the form of GDRs.

13.     A statement of Directors and their shares, as indicated by the Commercial Register:

14.     The actual areas of the Company's activity since incorporation until now, and the details of the Company's investments for the time being, after the second demerger:

Products: Orascom Investment Holding has various investments in subsidiaries and sister companies exercising various investment activities mainly in two main sectors, the urban and cultural development sector as well as the telecom sector.

Place of activity: Cairo

15. The Company's financial securities portfolio and contributions in other companies, after demerger:

16.     An overview of the activity carried out by any companies and other entities that are considered to be associated with the group with an explanation of the type of engagement, whether a joint ownerships, joint management or overlapping after demerger:

The Company focuses on two main sectors, which are:

1-      Urban and Cultural Development Sector: It's the first unique investment opportunity to be undertaken by the Company, within the urban development area, in Egypt and other African countries.

The Company will continue to create world-class entertainment destinations that integrate a whole range of entertainment activities, retail outlets, and first-class hospitality outlets offering compelling experiences, quality infrastructure, and outstanding services. These attractive destinations evolve as catalysts for further development in their regions and serve as a developmental means for revitalizing the urban landscape.

Leveraging on Egypt's wealth of historical and archaeological sites, the Company has an ambitious plan to lead this field by transforming visitors' experiences at historical sites and cultural venues in Egypt through introducing first-class hospitality and visitor services, cutting-edge technologies, and state-of-the-art management and operational models. Hence, creating a unique experience for travelers that will highlight the important monuments and the great civilization enjoyed by Egypt, so that Egypt occupies the place it deserves on the global tourism map.

The Company started its engagement in this sector by focusing on the Giza Pyramids. Orascom Investment Holding intends to create a global, innovative, and integrated destination that will encapsulate the entire Giza Plateau with high-end amenities and experiences that will truly fit the magnitude and legacy of the Pyramids. From the moment visitors set foot into the Plateau site of the Pyramids of Giza, the purpose is to fascinate them with a unique experience.

2-      Telecommunications Sector: The Company is continuously seeking to detect market gaps that can be exploited to penetrate underserved or inadequately served telecom market. Through its long and extensive expertise in the telecom sector, it seeks to transform these opportunities into market-leading investments whether investments are related to voice calls for underserved markets or high bandwidth data solutions for those with demand.

The Company had a track record in North Korea as it provided the Country's first mobile communication solution, established its first customer service center and was the first Company to announce the launch of its services to major media outlets across the country, including the first billboard in the capital, Pyongyang.

17.     Agreements entered into:

-        The Company is currently conducting negotiations to sell its shares of 51% in Trans World Associates.

-        A Finance Lease Agreement has been signed with Beltone Leasing.

18.     Status of legal Issues: Based on the letter provided by Effat Shehata and Najeh Faraj Office Attorneys-At-Cassation -Legal Advisor of the Company:

19.     Status of Insurance on Company Assets:

-        There are (5) insurance policies for vehicles owned by the Company.

-        The Company shall pay its share in the insurance of the Nile City Administrative Building to the Nile City Company, which insures the entire building.

20.     The Company's financial position and financial expectations:

Frist: The consolidated and separate Financial Statements as at 31/12/2018 and as at 31/12/2019 and the Auditor's Report thereon (Before the Demerger).

Auditor's Report

To M/S Shareholders of Orascom Investment Holding S.A.E.

An Egyptian Joint Stock Company

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Orascom Investment S.A.E Holding (the Company), which comprise the consolidated statement of financial position as at December 31, 2019, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the financial year then ended, and a summary of significant accounting policies and other explanatory notes.

Management's Responsibility for the Consolidated Financial Statements

These Consolidated financial statements are the responsibility of Company's management. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Egyptian Accounting Standards and applicable Egyptian laws, management responsibility includes, designing, implementing and maintaining internal control relevant to the preparation and fair presentation of these consolidated financial statements that are free from material misstatement, whether due to fraud or error, management responsibility also includes selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Egyptian Standards on Auditing and applicable Egyptian laws. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedure selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair representation of the consolidated financial statements in order to design audit procedures that are appropriate in the internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of these consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Orascom Investments S.A.E Holding as at December 31, 2019 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Egyptian Accounting Standards and the Egyptian laws and regulations relating to the preparation of these consolidated financial statements.

Emphasis of matter

Without modifying our opinion:

1.   As mentioned in details in note (35) from the accompanying notes of the consolidated financial statements, during the first quarter of 2020, most countries of the world, including Egypt, were exposed to the outbreak of the novel coronavirus (COVID-19) pandemic, causing disruptions in most commercial and economic activities in general. Therefore, this is likely to have significant impact on the assets, liabilities and financial performance of the company's consolidated financial statements during the following periods, in addition to the potential impact on pre-determined operational plans and future cash flows associated with them, the Company's management is currently implementing several measures to address this risk and reduce its impact on its consolidated financial position, but in light of the instability and uncertainty of the outcome of the current events, the magnitude of the impact of that event depends mainly on the estimate of the duration of these impacts. The implications and the Company's ability to achieve its plans to address this threat, which is difficult to determine in the present time.

2.   In reference to what was mentioned in note (14-1) from the accompanying notes of the consolidated financial statements, that the Company has a significant influence in its investee "Koryolink" in North Korea, the investment amounts to EGP 613.6 million as of December 31, 2019, which the Company classified as investments in associate subsidiary. Considering that Koryolink is operating under an international ban, operational and financial restrictions imposed by the international community, which lead to difficulties in transferring profits abroad and repatriate the funds to their home country.

Cairo, 05 May 2020

Auditor's Report

To M/S Shareholders of Orascom Investment Holding S.A.E.

An Egyptian Joint Stock Company

Report on the Separate Financial Statements

We have audited the accompanying Separate statement of financial position of Orascom Investment Holding S.A.E. as at December 31, 2019, and the related separate statements of income, comprehensive income, changes in equity, and cash flows for the financial year then ended, and a summary of significant according policies and other explanatory notes.

Management's Responsibility for the Separate Financial Statements

These separate financial statements are the responsibility of Company's management. Management is responsible for the preparation and fair presentation of these Separate financial statements in accordance with the Egyptian Accounting Standards and in the light of the prevailing Egyptian laws, management responsibility includes, designing, implementing and maintaining internal control relevant to the preparation and fair presentation of these separate financial statements that are free from material misstatement, whether due to fraud or error, management responsibility also includes selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances

Auditor's responsibility

Our responsibility is to express an opinion on these separate financial statements based on our audit. We conducted our audit in accordance with the Egyptian Standards on Auditing and in the lights of the prevailing Egyptian Laws. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance whether the separate financial statements are free from material misstatement.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the separate financial statements. The procedure selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the separate financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the separate financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the separate financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the separate financial statements. 

Opinion

In our opinion, the separate financial statements referred to above present fairly, in all material respects, the consolidated financial position of Orascom Investments S.A.E Holding as at December 31, 2019 and of its unconsolidated financial performance and its unconsolidated cash flows for the year then ended in accordance with the Egyptian Accounting Standards and the Egyptian laws and regulations relating to the preparation of these consolidated financial statements.

Emphasis of matter

Without modifying opinion:

1.   As mentioned in details in note (28) from the accompanying notes of the separate financial statements, during the first quarter of 2020, most countries of the world, including Egypt, were exposed to the outbreak of the novel coronavirus (COVID-19) pandemic, causing disruptions in most commercial and economic activities in general. Therefore, this is likely to have significant impact on the assets, liabilities and financial performance of the company's separate financial statements during the following periods, in addition to the potential impact on pre-determined operational plans and future cash flows associated with them, the Company's management is currently implementing several measures to address this risk and reduce its impact on its unconsolidated financial position, but in light of the instability and uncertainty of the outcome of the current events, the magnitude of the impact of that event depends mainly on the estimate of the duration of these impacts. The implications and the Company's ability to achieve its plans to address this threat, which is difficult to determine in the present time.

2.   In reference to what was mentioned in note (18) from the accompanying notes of the consolidated financial statements, that the Company has a significant influence in its investee "Koryolink" in North Korea, the investment amounts to EGP 613.6 million as of December 31, 2019, which the Company classified as investments in associate subsidiary. Considering that Koryolink is operating under an international ban, operational and financial restrictions imposed by the international community, which lead to difficulties in transferring profits abroad and repatriate the funds to their home country.

Report on Other Legal and Regulatory Requirements

The Company maintains proper books of account, which include all that is required by law and by the statutes of the Company to prove it, the separate financial statements are in agreement thereto.

The financial information included in the Board of Directors' report, prepared in accordance with Law No. 159 of 1981 and its executive regulations, is in agreement with the Company's book of account within the limits that such information is recorded therein.

Cairo, 05 May 2020

Separate Statement of Income as at

Second: Pro Forma Financial Statements of the Demerging Company as of 31/12/2018 and as of 31/12/2019 and Auditor's Report thereon:

Appropriate Assurance Report

On the Pro forma Separate Financial Position

of Orascom Investment Holding SAE, "the Demerging Company"

As of 31 December 2018

To M/S Directors of Orascom Investment Holding "SAE":

We have completed the assurance engagement to report the pro forma separate statement of financial position as of 31 December 2018, and the accompanying explanatory notes, as specified on pages (1-23), of Orascom Investment Holding SAE (the Demerging Company), as drawn up by the Board of Directors of Orascom Investment Holding SAE.

The reasonable basis on which the Board of Directors of Orascom Investment Holding SAE has reported the pro forma separate statement of financial position have been set forth in pro forma settlements resulting from the assumptions of the Demerger contained in note no. (2) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2018 of Orascom Investment Holding (the Demerging Company).

The pro forma separate statement of financial position has been prepared as of 31 December 2018, by the Board of Directors of Orascom Investment Holding SAE, in order to explain how the separation of investments held by Orascom Investment Holding "SAE" (the Demerging company) will impact the companies engaged in non-banking financial activities to an independent specialized holding company, Orascom Financial Holding (the Demerged Company). Orascom Investment Holding (the Demerging Company) shall reserve other investments (various investments) as indicated in note No. (2) of the explanatory notes supplementing the Company's pro forma separate statement of financial position as of 31 December 2018; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities will be affiliated to an independent specialized holding company, Orascom Financial Holding (the Demerged Company). Moreover, as part of such mechanism, the Board of Directors of Orascom Investment Holding SAE has extracted the Company's pro forma separate statement of financial position from the historical separate financial statements of Orascom Investment Holding SAE, for the fiscal year ending 31 December 2018, approved by the Company's Board of Directors as of the 3^rd of April 2019, and for which an unedited audit report was issued on the 3^rd of April 2019, for the financial statements ending 31 December 2018.

Management's Responsibility

The Board of Directors of Orascom Investment Holding Company "SAE" is responsible for preparing the pro forma separate statement of financial position, as of 31 December 2018, of Orascom Investment Holding SAE (the Demerging Company), subject to the assumptions of the Demerger contained in Note (2) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2018.

Auditor's Responsibility

Our responsibility is only to express an opinion on the pro forma separate statement of financial position as of 31 December 2018, regarding whether the pro forma separate statement of financial position as of 31 December 2018, have been drawn up, in all their significant aspects, by the Board of Directors of Orascom Investment Holding SAE, based on the assumptions set out in the demerger basis as contained in note no. (1) of the explanatory notes supplementing the pro forma separate statement of financial position at 31 December 2018.

We have performed the engagement in accordance with the Egyptian Accounting Standards, which requires us to adhere to the requirements of professional conduct and to plan and perform actions in order to obtain an appropriate assurance on whether the Board of Directors of Orascom Investment Holding SAE has prepared the pro forma separate statement of financial position statement as of 31December 2018, in all its significant aspects, in accordance with the assumptions of the Demerger contained in note no. (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2018, of Orascom Investment Holding SAE. (the Demerging Company).

For the purposes of this engagement, we shall not assume any responsibility for updating or reissuing any reports or opinions on any historical financial statements used in preparing the pro forma separate statement of financial position, and also we shall not be responsible, within the context of this engagement, for carrying out a review or an audit on the Company's historical separate financial statements used in preparing the pro forma separate statement of financial position.

The purpose of the pro forma separate statement of financial position is only to clarify how the separation of investments held by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities will be affiliated to an independent specialized holding company, Orascom Financial Holding (the Demerged Company) will impact on historical separate financial statements of the Company; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities as affiliated to an independent specialized holding company (the Demerged Company), have been separated on an earlier date as selected for a clarification purpose. Accordingly, we do not provide any assurance that the actual outcome of the separation of the investments owned by Orascom Investment Holding SAE (the Demerging Company) in companies engaged in non-banking financial activities to an independent specialized holding company, Orascom Financial Holding (the Demerged Company) as of 31 December 2018, would be as presented.

We believe that the audit evidences that we obtained are sufficient and appropriate and are a suitable basis for expressing our opinion on the pro forma separate financial statements.

The opinion

In our opinion, the pro forma separate statement of financial position, in all its significant aspects, has been prepared in accordance with the assumptions set forth in the demerger basis as contained in Note No. (2) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2018, of Orascom Investment Holding SAE (the Demerging Company).

Cairo, 10 August 2020

Orascom Investment Holding SAE

"Egyptian Joint Stock Company"

(The Demerging Company).

Pro forma Statement of Financial Position as at

Appropriate Assurance Report

On the Pro forma Separate Financial Position

Of Orascom Investment Holding SAE, "the Demerging Company"

As at 31 December 2019

To M/S Directors of Orascom Investment Holding "SAE":

We have completed the assurance engagement to report the pro forma separate statement of financial position as of 31 December 2019, and the accompanying explanatory notes, as specified on pages (1-24), of Orascom Investment Holding SAE (the Demerging Company), as drawn up by the Board of Directors of Orascom Investment Holding SAE.

The basis on which Board of Directors of Orascom Investment Holding SAE has reported the pro forma separate statement of financial position have been set forth in pro forma settlements resulted from the assumptions of the Demerger contained, in note No. (2) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019 of Orascom Investment Holding (the Demerging Company).

The pro forma separate statement of financial position has been prepared as of 31 December 2019, by the Board of Directors of Orascom Investment Holding SAE, in order to explain how separation of investments held by Orascom Investment Holding "SAE" (the Demerging company) will impact on companies engaged in non-banking financial activities to an independent specialized holding company, Orascom Financial Holding (the Demerged Company), provided that Orascom Investment Holding (the Demerging Company) shall reserve other investments (various investments) as indicated in note no. (2) of the explanatory notes supplementing the Company's pro forma separate statement of financial position as of 31 December 2019; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities to be affiliated to an to an independent specialized holding company, Orascom Financial Holding (the Demerged Company), have been separated as of 31 December 2019. Moreover, as part of such mechanism, the Board of Directors of Orascom Investment Holding SAE has extracted the Company's pro forma separate statement of financial position from the historical separate financial statements of Orascom Investment Holding SAE, for the fiscal year ending 31 December 2019, approved by the Company's Board of Directors as of the 5^th of May 2019, and for which an audit report, edited by Emphasis of Matter, was issued on the 5^th of May 2019, for the financial statements as of 31 December 2019.

Management's Responsibility

The Board of Directors of Orascom Investment Holding Company "SAE" is responsible for preparing the pro forma separate statement of financial position, as of 31 December 2019, of Orascom Investment Holding SAE (the Demerging Company), subject to the assumptions set out in the demerger basis as mentioned in Note (2) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019.

Auditor's Responsibility

Our responsibility is only to express an opinion on the pro forma separate statement of financial position as of 31 December 2019, regarding whether the pro forma separate statement of financial position as of 31 December 2019, have been drawn up, in all their significant aspects, by the Board of Directors of Orascom Investment Holding SAE, based on the assumptions of the Demerger contained in note no. (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019.

We have performed the engagement in accordance with the Egyptian Accounting Standards, which requires us to adhere to the requirements of professional conduct and to plan and perform actions in order to obtain an appropriate assurance as to whether the Board of Directors of Orascom Investment Holding SAE has prepared the pro forma separate statement of financial position statement as of 31December 2019, in all its significant aspects, in accordance with the assumptions of the Demerger contained in Note No. (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019, of Orascom Investment Holding SAE (the Demerging Company).

For the purposes of this engagement, we shall not assume any responsibility for updating or reissuing any reports or opinions on any historical financial statements used in preparing the pro forma separate statement of financial position, and also shall not be responsible, within the context of this engagement, for carrying out a review or an audit on the Company's historical separate financial statements used in preparing the pro forma separate statement of financial position.

The purpose of the pro forma separate statement of financial position is only to clarify how the separation of investments held by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities will be affiliated to an independent specialized holding company, which is the Orascom Financial Holding (the Demerged Company) will impact on historical separate financial statements of the Company; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities will be affiliated to an independent specialized holding company (the Demerged Company). Accordingly, we do not provide any assurance that the actual outcome of the separation of the investments owned by Orascom Investment Holding SAE (the Demerging Company) in companies engaged in non-banking financial activities to an independent specialized holding company, Orascom Financial Holding (the Demerged Company) as of 31 December 2019, would be as presented.

We believe that the audit evidences that we obtained are sufficient and appropriate and are a suitable basis for expressing our opinion on the pro forma separate financial statements.

The opinion

In our opinion, the pro forma separate statement of financial position, in all its significant aspects, has been prepared in accordance with the assumptions set forth in the demerger basis as contained in note no. (2) of the explanatory notes supplementing the pro forma separate statement of financial position as at 31 December 2019, of Orascom Investment Holding SAE (the Demerging Company).

Cairo, 26 July 2020

Pro forma Statement of Financial Position as at

21.     Summary of Pro Forma Key Financial Indicators:

1.       The figures referred to in 2018 and 2019 were extracted from the pro forma financial statements of the Demerging Company and approved by the auditor of the Demerging Company.

2.       Price-To-Book value has been calculated based on the market value of a share divided by the book value of that share, and has been calculated as follows:

2018 Market value of a share is 0.58 multiplied by the Demerging Company's percentage of total equity after the demerger, which is 26%, as follows (0.58 * 26%) = 0.1519

Book value per share is 0.17

Therefore, Price-To-Book Value = 0.1519 divided by 0.17= 0.89

2019  Market value of a share is 0.55 multiplied by the Demerging Company's percentage of total equity after the demerger, which is 26%, as follows (0.55 * 26%) = 0.144

Book value per share is 0.17

Therefore, Price-To-Book Value = 0.144 divided by 0.17 = 0.85

1.   Net distributable profit is the total retained earnings including profits or losses of the period.

2.   Earnings per share is the net distributable profits divided by the total number of shares.

3.   Price-To-Earnings Ratio is the market share price divided by earnings per share.

As calculated above, the market value is 0.1519 in 2018 and is 0.144 in 2019.

The earnings per share is the amount of the share from the year's profits multiplied by the Demerging Company's percentage of the total equity after demerger, which is 26%.

2018 Earnings per share are as follows: 0.01 and (0.05) in 2018 and 2019, respectively, before performing the demerger, between the Demerging Company and the Demerged Company.

Therefore, Price-To-Earnings Ratio of the year 2018 is as follows: (0.1519 / (26% * 0.01) = 58

2019 None, as the profits per share is a loss of 0.05 per each.

22.     The Company's future action plan for the following:

The Company's plan for offering its shares in the market: For the time being, there is no intention to offer an additional percentage on the market.

In the light of the Company's Disclosure Statement as prepared in accordance with Article 30 of the Listing Rules and disclosed herein, the current free-to-trade shares is: 44.56% as of 31 December 2020.

Free float ratio planned to be reached during the current year: An attempt made to maintain the current ratio.

Reasons for increase in the ratio of free float shares: The ratio of free float shares is high, and exceeds the 10% registration requirement.

Method of increasing free float: This ratio shall be maintained in accordance with the procedures referred to in the Listing and Delisting Rules.

The Company's Plan of the issuance of new shares, bonds and Sukuk: There may be a future need for a long-term financing source, in light of new projects, expansions and the need at that time for financing.

Financing options planned for new issuance: By old shareholders through a rights issue.

Ratio of shares planned to be held by the founders and current major shareholders: This will be disclosed in its due course.

23.     Position of pledged Shares:

No shares held by founders are pledged according to Article (45) of Law no. 159 for the year 1981, as the Company was incorporated since 2011.

24.     GDR Position:

The GDR program shall be amended to reflect the demerger after transferring investments and assets to the Demerged Company and obtaining all approvals from the FRA.

25.     Legal Counsel of Restructure: Mr. Mohamed Abdul Fattah - Attorney-at-Cassation and Partner at DLA Matouk Bassiouny Attorneys-At-Law and Legal Consultants (12 Mohamed Ali Jinnah St., Garden City - Cairo)

26.     Investment Bank responsible for restructuring: Beltone Financial Holding.

27.     Other Disclosures:

-        On 12/8/2020, the Extraordinary General Assembly approved that any assets of the Company that its value represents more than 50% of the Company's fixed assets shall be disposed of by entering into a finance lease agreement as per the last paragraph of Article (43) in the Listing and Delisting rules of the Egyptian Exchange.

-        On 12/8/2020, the Ordinary General Assembly approved:

§  The delegation of the Chairman to enter into related party contracts pursuant to articles (99) and (100) of Law no. 159 for the year 1981, through signing a finance lease agreement with Beltone Financial Leasing, a subsidiary of Beltone Financial Holding and other financial leasing companies on sale-lease back basis; in which the latter shall finance the Company up to 100 million Egyptian pounds in consideration. The Company shall sell and leaseback the 26^th floor of Nile City Towers as owned by the Company, such payment shall be made within 7 years on 28 quarterly installments. The Payment shall start as of the first year, then the asset shall be resold to the Company after paying the financing installments of EGP 1.

§  The delegation of the Chairman to enter into related party contracts pursuant to articles (99) and (100) of Law no. 159 for the year 1981 by executing an office lease agreement by and between both Orascom Investment Holding SAE (the Demerging Company) and Orascom Financial Holding SAE (under incorporation) (the Demerged Company) under which the Company shall lease two units to Orascom Financial Holding SAE in consideration of USD 2000 per month to be used as the Company's headquarters for one year.

§  Delegation of the Chairman to enter into a related party contract by and between the Company (the Demerging Company) and Orascom Financial Holding (the Demerged Company) and Beltone Financial Holding and its subsidiaries in order to obtain the financial services provided by Beltone Financial Holding and its subsidiaries based on the related party contract pursuant to articles (99) and (100) of Law no. 159 for the year 1981.

-        Based on the demerger, the restructure of the ownership hierarchy of OTMT Acquisition S.A.R.L. (Luxembourg), as the direct owner [the beneficiary], is under study and some entities will exit, without affecting the final ownership percentage of the final beneficiary, which shall remain unchanged.

-        Optional trade of Shares of Orascom Investment Holding (the Demerging Company) shall be ceased on the EGX until the decrease of its share capital, as a result of the demerger, is registered and until this disclosure report is published in two widely-circulated morning newspapers after being approved by the FRA and pursuant to the resolution passed by the Listing Committee of the EGX, pursuant to Article (24) of the Listing and Delisting Rules of the EGX.

-        Throughout 2020, Sarwa Capital Holding for Financial Investments distributed dividends of EGP 34,685,527 to Orascom Investment Holding, which received the dividends on behalf of Orascom Financial Holding, as the Demerged Company had not yet been established.

Appendix 2

OFH Egyptian Disclosure Report

Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction in violation of the relevant laws of such jurisdiction.

Disclosure Report

Orascom Financial Holding ("OFH") SAE

Subject to provisions of Article 138 of Executive Regulations

of Law no. 159 for the year 1981 on Joint Stock Companies, Partnerships Limited by Shares and Sole Person Company

This disclosure report was prepared as required in accordance with article 138 of the Executive Regulations of Law no. 159 for the year 1981 for Joint Stock Companies, Partnership Limited by Shares, and Limited Liability Companies, to disclose as well as to fulfill the requirements permitting Orascom Financial Holding Company's shares to be traded with a value higher than their nominal value, noting that the Company's shares have been listed on the Egyptian Stock Exchange ("EGX"), as Egyptian securities (shares), the shares have been registered at Misr for Central Clearing, Depository and Registry.

1.      Name of the Company: Orascom Financial Holding S.A.E.

2.       Incorporation of the Company: The Company has been duly established by decree of the Chairman of the Financial Regulatory Authority ("FRA") no. 1453 for the year 2020 on 30/11/2020, by virtue of the resolution passed by the Committee examining incorporation requests and the licensing of the company by the FRA in session No. 440 held on 26/11/2020.

3.       Registration Number in the Commercial Registry: 430755, Date of Registration: 10/12/2020, Place of Registration: New Commercial Registry - Cairo.

4.       Governing Law of the Company Law: Capital Market Law no. 95 for the year 1992 and its Executive Regulation.

5.       Closing Date of the Company's Financial Year: 31 December of each year.

6.       The extent to which tax exemptions exist: none.

7.       Registration Data at Misr for Central Clearing, Depository and Registry:

The Company's Shares have been registered in the Central Depository.

8.       Registration Data in the EGX:

9.       Summary of Offered Shares Position:

Number of offered shares: None, as it is a company resulting from a demerger.

Type of Offering: private placement and has not been offered for a public subscription as it is a company resulting from a demerger.

Number of current shareholders: 20,276 shareholders, as per the statement issued by MCDR on 30/09/2020.

10.     Demerger Resolution Background:

First: Extraordinary General Assembly of Orascom Investment Holding SAE has convened on 19/10/2020, the following resolutions have been passed by the majority, which can be summarized as follows:

(1)     The demerger of the company will occur by virtue of horizontal demerger method based on the nominal value of its shares in accordance with the financial statements of the financial year ending on 31/12/2019 which shall be considered as the basis on which the demerger will take place so that Orascom Investment Holding SAE (the "Demerging Company") shall continue and its issued capital shall be reduced by reducing the nominal value of its shares, provided that the Demerging Company shall specialize in carrying-out various investment activities, and shall maintain its license as a company whose purpose is "to participate in the incorporation of all joint-stock companies or limited liability companies that issue financial securities or increasing their share capital". Moreover, as a result of the demerger a new company shall be formed holding the name of Orascom Financial Holding SAE, (the "Demerged Company") an Egyptian joint stock company subject to the provisions of Capital Market Law no. 95 for the year 1992 and its Executive Regulations whose purpose is "to participate in the incorporation of all companies, that issue financial securities or increasing their share capital, and working in non-banking financial activities". The Demerged Company shall be owned by the same shareholders of Orascom Investment Holding SAE at the date of the execution of the demerger and with the same shareholding percentages for each shareholder before the execution of the demerger.

(2)     Ratification of the Demerger rationale/reasons are as follows: The unique financial leverage that is granted to financial service companies due to the nature of their business, may mislead investors and analysts evaluation of Orascom Investment Holding SAE as an investment holding company. Additionally, some investors may express greater interest in the financial services sector and vice versa. Therefore, such demerger will give investors a good opportunity to invest in the sectors they desire or to depart from the undesirable sectors, as well as the possibility of providing multiple options for investors to invest in, which may attract more investments from Egypt or abroad to the Demerging Company and the Demerged Company. Moreover, more opportunities will be provided for the Demerging Company and the Demerged company to grow and to participate in new investments in their fields and the allow the management to focus on the activities of each field in order to reach the highest levels of performance and to improve the financial position of the Demerging Company and the Demerged company by distributing the Company's assets and liabilities based on the activities carried out by the subsidiaries of each company.

(3)     Approve the report issued by the Economic Performance Department of the General Authority for Investment and Free Zones ("GAFI") regarding the net equity for the Demerging and Demerged Company based on the financial statements of 31/12/2019 as issued under no. 837 dated 2/9/2020. Such report concluded that the net equity of the company before carrying-out the demerger is 2,900,138,900 Egyptian pounds as the basis of the demerger, of which an amount of 890,251,800 Egyptian pounds represents the equity of the Demerging Company, and an amount of 2,009,824,600 Egyptian pounds represents the equity of the Demerged Company.

(4)     Approve Orascom Investment Holding SAE's demerger along with all of its tangible and intangible assets, in addition to the distribution of all assets, liabilities and equity between the Demerging and Demerged Company according with the terms and conditions of the detailed demerger report at book value without any re-valuation accompanied by the auditor's opinion on the report, so that the Demerged Company shall replace the Demerging Company with respect to its tangible and intangible assets, including the shares of the subsidiaries and its obligations and rights. Moreover, to authorize and delegate the chairman or whoever he delegates to take all necessary actions to complete the demerger procedures and to enter into all agreements related to the demerger process, including the necessary agreements for the Company's business during the transitional period.

(5)     Approval on The demerger agreement as following:

-       The demerger shall be completed on a nominal value basis for Orascom Investment Holding (SAE) in accordance with the financial statements as of 31/12/2019 (before the demerger) amounting to EGP 2,900,138,900 as the bases of the demerger, of which an amount of 890,251,800 Egyptian pounds representing the equity of the Demerging Company and an amount of EGP 2,009,824,600 representing the equity of the Demerged Company, taking into account the major deals that will take place until the completion of the demerger.

-       Approve the nominal value of the Demerging Company' share shall be 11 piasters, and the nominal value of the Demerged Company's share shall be 31 piasters.

-       Approve that the difference between the net equity of the Demerging Company and Demerged Company as well as the issued capital of each company will be set aside to form reserves for both the Demerging Company and the Demerged Company.

-       Approve the amendments  of articles (6 and 7) of the Articles of Association of the Demerging Company reflecting the change of the company's authorized share capital to become 2,885,129,841 Egyptian pounds and the issued share capital of the company to become 577,025,968.2 Egyptian pounds, distributed into 5,245,690,620 shares with a nominal value of 11 piasters per share. Then, the issued share capital shall be decreased by reducing the nominal value of the company's shares in exchange for issuance of new shares to the shareholders of the Demerged Company without consideration, representing the reduced value of the company's issued capital.

-       Approve the deed of incorporation and the Articles of Association of Orascom Financial Holding SAE with an authorized share capital of EGP 8,130,820,461 and issued share capital of EGP 1,626,164,092.20, distributed into 5,245,690,620 shares with a nominal value of 31 piasters per share.

(6)     Approve the continuation of the listing of Demerging Company's shares, after reducing its issued share capital and listing the shares of the Demerged Company on the EGX immediately following the demerger as all necessary conditions are met for both companies. Accordingly, there will be no need to compensate the shareholders for not being registered by repurchasing the shares. Moreover, the Chairman of the Board of Directors is delegated and authorized to submit a request to reduce the share capital of the Demerging Company and to file a listing application to register the Demerged Company on the EGX and to coordinate with the Misr for Central Clearing, Depository and Registry (MCDR).

(7)     Approve not to establish a GDR program for the Demerged Company after its incorporation and to delegate the chairman or whoever he delegates to finalize all the procedures contained in this resolution before all internal and foreign bodies in accordance with the applicable laws and regulations, and to transfer the shares of the Demerged Company, after being incorporated, as owned by Bank of New York Mellon (the registered owner) to the beneficial owners, as well as to sign any documents or contracts as may be required.

(8)     Approve that the subsidiaries and sister companies of both the Demerging Company and Demerged Company shall be restructured, so that 9 companies operating in various investment fields shall remain affiliated to the Demerging Company; and transfer Beltone Financial Holding and Sarwa Capital Holding for Financial Investments, as well as the  receivable due from Victoire Investment Company to Orascom Investment Holding SAE shall be transferred to the Demerged Company as per the detailed demerger report and the report issued by the Economic Performance Department of the General Authority for Investment and Free Zones. Delegate the chairman or any person who he has delegated to finalize the procedures of transferring ownership, and in particular to apply to the FRA to obtain a the non-objection on the transfer of certain subsidiaries from the Demerging Company to the Demerged Company in light of the restructuring of the ownership of the subsidiaries after the demerger according to the proposed detailed demerger report, taking into account that the ratio of shares owned in both Beltone Financial Holding and Sarwa Capital Holding for Financial Investments will be transferred to the new Demerged Company that is listed on the EGX, in order to obtain an exception from paying in cash and notifying the FRA that a mandatory tender offer will not be required .

(9)     Ratify the pro forma financial statements of the Demerging Company and the Demerged Company for the financial years ending 31/12/2018 and 31/12/2019 and the auditor's reports. Furthermore, the EGM has ratified the memorandum reflecting the legal opinion of the legal counsel of the Company to the extent to which the demerger agreement complies with the applicable legal procedures, it also ratified the deed of incorporation and the Articles of Association of the Demerged Company as well as the amendments to Articles (6) and (7) of the Articles of Association of the Demerging Company.

(10)   Authorizing the Board of Directors to make any amendments that the relevant regulatory authorities may require to amend the Articles of Association of the Demerging Company and/or the deed of incorporation and Articles of Association of the Demerged Company, as well as any amendments to the detailed demerger report and/or the demerger agreement, and to also authorize the Chairman to issue all decisions and to take all necessary actions to execute the demerger, and to delegate the Board of Directors to approve the disclosure report for each of the companies resulting from such demerger according to Article 138 of the Executive Regulations of no. Law 159 for the year 1981.

Second: Orascom Financial Holding SAE (the "Demerged Company") was established in accordance with resolution no. 1453 for the year 2020 on 11/30/2020 as issued by the chairman of FRA, by virtue of the resolution passed by the Committee examining the incorporation requests and the licensing of companies by virtue of FRA meeting no 440 held on 11/26/2020; where the approval no. 13821 dated 01/12/2020 of the FRA has been issued in respect of the issuance of the shares of Orascom Financial Holding SAE (Demerged Company) with a share capital of 1,626,164,092.2 Egyptian pounds in accordance with the assessment made by the formed Committee of GAFI, provided that an amount of 383,660,507.8 Egyptian pounds shall be set aside to form the reserves of the Demerged Company (an aggregate amount  of 2,009,824,600 Egyptian pounds). On the 10^th of, December 2020, the Company was registered in the Commercial Registry under No. 430755 in the New Commercial Registry - Cairo, and its Articles of Association were published in the Investment Gazette, with the company's authorized share capital being 8,130,820,461 Egyptian pounds.

Third: The approval of FRA shall be obtained in order to exclude Orascom Financial Holding SAE (the Demerged Company) from submitting a mandatory tender offer as a result of transferring the shares of Beltone Financial Holding from Orascom Investment Holding Company (the Demerging Company) in order to put in effect clause (e) of article 356 of the Executive Regulations of law no. 95 for the year 1992.

Fourth: The approval of the FRA shall be obtained in order to exclude the shares of both Beltone Financial Holding and Sarwa Capital Holding for Financial Investments from the cash consideration as a result of transferring their ownerships from Orascom Investment Holding (the Demerging Company) to Orascom Financial Holding (the Demerged Company).

Fifth: Throughout the period of the optional suspension of trading on the shares of Orascom Investment Holding, on the Egyptian Exchange and the London Stock Exchange, the transfer of shares of Beltone Financial Holding from Orascom Investment Holding (the Demerging Company), as well as the shares of Sarwa Capital Holding for Financial Investments will be carried out on the EGX.

11.     Share Capital Development since incorporation until now:

12.     A statement of founders and subscribers and their shares, each based on Article (7) of the Articles of Association of the Company:

According to the resolution passed by the Extraordinary General Assembly on 19/10/2020, it has been approved that no GDR program will be established for the Demerged Company, after its incorporation.

Accordingly, after listing the shares of Orascom Financial Holding (the Demerged Company) on the EGX and as of the start of trading OTMT Acquisition S.A.R.L. and the rest of the beneficial owners will be replaced by Bank of New York Mellon based on a request submitted by the legal representative of Orascom Financial Holding to MCDR in order to initiate the replacement process based on the registers, without transferring the shares on the Egyptian Stock Exchange, the shareholding structure shall be as follows:

13.     A Statement of current shareholders holding 3% or more, and their shares and capacity based on the statement issued by MCDR on 30/09/2020:

14.     A statement of the Board of Directors members and their Shares

As per the resolutions of the EGM on 19/10/2020 and the decisions passed the Company's Board of Directors' decisions on 16/12/2020.

15.     The actual areas of the Company's activity since incorporation until now, and the details of the Company's investments for the time being:

Products: Orascom Financial Holding aims to become the largest provider of financial services in the emerging markets through injecting investments to expand its service portfolio and expand its geographical presence.

Location of the Company's business activities: Cairo

16.     The Company's financial securities portfolio and Contributions in Other Companies:

17.     An overview of the activity carried out by any companies and other entities that are considered to be associated with the group with an explanation of the type of engagement, whether a joint ownerships, joint management or overlapping:

1-   Beltone Financial Holding:

Beltone Financial Holding (also known as: Beltone Financial) is a publicly listed company listed on the Egyptian Stock Exchange since April 2008. Beltone Financial operates in the sector of financial services focusing on investment banking and brokerage services. Beltone Financial is located in Cairo, Egypt and was established in May 2006.

2-      Sarwa Capital Holding for Financial Investments:

Sarwa Capital Holding for Financial Investments (also known as: Sarwa Capital Holding) is a publicly listed company listed on the Egyptian Exchange since October 2018. Sarwa Capital Holding operates in various financing sectors focusing on asset management and banking services. Sarwa Capital Holding is located in Cairo, Egypt and was established in March 2009.

18.     Contracts entered into:

-        A lease contract of two office units located at 29^th floor has been entered into by and between Orascom Investment Holding SAE (the Demerging Company) and Orascom Financial Holding SAE (under incorporation) (the Demerged Company).

-        A contract concluded with related parties has been entered into by and between the Company (the Demerging Company), Orascom Financial Holding (the Demerged Company), Beltone Financial Holding its subsidiaries in order to obtain the financial services provided by Beltone Financial Holding and its subsidiaries.

19.     Status of legal cases: None

20.     Status of the insurance on the Company's Assets: None

21.     The Company's financial position and financial expectations:

There are no actual financial statements as it is a Demerged Company.

The Pro forma financial statements of the Company throughout the last two years and respective the auditor's report.

Appropriate Assurance Report

On the Pro forma Separate Financial Position as of 31 December 2018

Of Orascom Financial Holding, the "Demerged Company" to be established pursuant to the Resolution passed by Board of Directors of Orascom Investment Holding SAE.

To M/S Directors of Orascom Investment Holding "SAE":

We have completed the assurance engagement to report the pro forma separate financial statements as of 31 December 2018, and the accompanying explanatory notes, as specified on pages (1-3), of Orascom Financial Holding, which is the Demerged Company that will arise from the demerger of Orascom Investment Holding SAE, as prepared by the Board of Directors of Orascom Investment Holding SAE.

The reasonable basis on which the Board of Directors of Orascom Investment Holding SAE has reported the pro forma separate financial position statement have been set forth in pro forma settlements resulted from the assumptions contained in note No. (1) of the explanatory notes supplementing the pro forma separate financial position statement as of 31 December 2018 of Orascom Financial Holding (the Demerged Company).

The pro forma separate financial position statement has been prepared as of 31 December 2018, by the Board of Directors of Orascom Investment Holding SAE, in order to explain how the separation of investments held by Orascom Investment Holding "SAE" (the Demerging Company) will impact the companies engaged in non-banking financial activities to be moved in an independent specialized holding company, Orascom Financial Holding (the Demerged Company), provided that Orascom Investment Holding (the Demerging Company) shall reserve other investments (various investments) as indicated in Note No. (1) of the explanatory notes supplementing the Company's pro forma separate statement of financial position as of 31 December 2018; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities will be affiliated to an independent specialized holding company, Orascom Financial Holding (the Demerged Company), as separated as of 31 December 2018. Moreover, as part of such mechanism, the Board of Directors of Orascom Investment Holding SAE has extracted the Company's pro forma separate statement of financial position from the historical separate financial statements of Orascom Investment Holding SAE, for the fiscal year as of 31 December 2018, approved by the Company's Board of Directors as of the 3^rd of April 2019, and for which an unedited audit report was issued on the 4^th of April 2019, for the financial statements as of 31 December 2018.

Management's Responsibility

The Board of Directors of Orascom Investment Holding Company "SAE" is responsible for preparing the pro forma separate statement of financial position, as of 31 December 2018, of Orascom Financial Holding (the Demerged Company), subject to the assumptions of the demerger as mentioned in Note (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2018.

Auditor's Responsibility

Our responsibility is only to express an opinion on the pro forma separate statement of financial position as of 31 December 2018, regarding whether the pro forma separate statement of financial position as of 31 December 2018, have been prepared, in all their significant aspects, by the Board of Directors of Orascom Investment Holding SAE, subject to the assumptions of the demerger as contained in Note No. (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2018.

We have performed the engagement in accordance with the Egyptian Standards on Review Engagements, which requires us to adhere to the requirements of professional conduct and to plan and perform actions in order to obtain an appropriate assurance as to whether the Board of Directors of Orascom Investment Holding SAE has prepared the pro forma separate statement of financial position statement as of 31 December 2018, in all of its significant aspects, in accordance with the assumptions of demerger as contained in Note No. (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019, of Orascom Financial Holding SAE. (The Demerged Company).

For the purposes of this engagement, we shall not assume any responsibility for updating or reissuing any reports or opinions on any historical financial statements used in preparing the pro forma separate statement of financial position, and also we shall not be responsible, within the context of this engagement, for carrying out a review or an audit on the Company's historical separate financial statements used in preparing the pro forma separate statement of financial position.

The purpose of the pro forma separate statement of financial position is only to clarify how the separation of investments held by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities to an independent specialized holding company, Orascom Financial Holding (the Demerged Company) will impact the historical separate financial statements of the Company; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities as if the investments have been transferred to Orascom Financial Holding (the Demerged Company). Accordingly, we do not provide any assurance that the actual outcome of the separation of the investments owned by Orascom Investment Holding SAE (the Demerging Company) in Orascom Financial Holding (the Demerged Company) a company engaging in non-banking financial activities as of 31 December 2018, will be accurately presented.

We believe that the audit evidence that we obtained are sufficient and appropriate and are a suitable basis for expressing our opinion on the pro forma separate financial statements.

The opinion

In our opinion, the pro forma separate statement of financial position, in all its significant aspects, has been prepared in accordance with the assumptions of the demerger as contained in Note No. (1) of the Explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2018, of Orascom Financial Holding SAE (the Demerged Company).

Cairo, 10 August 2020

Pro forma Separate Statement of Financial Position as at

Appropriate Assurance Report

On the Pro forma Separate Financial Position as of 31 December 2019

of Orascom Financial Holding, the "Demerged Company" to be established pursuant to the Resolution passed by Board of Directors of Orascom Investment Holding SAE,

as held on 26 July 2020

To M/S Directors of Orascom Investment Holding "SAE":

We have completed the assurance engagement to report the pro forma separate statement of financial position as at 31 December 2019, and the accompanying explanatory notes, as specified on pages (1-4), of Orascom Financial Holding, which the Demerged Company that will be established by the resolution of the Board of Directors of Orascom Investment Holding SAE, as held on 26 July 2020, as drawn up by the Board of Directors of Orascom Investment Holding SAE.

The reasonable basis on which the Board of Directors of Orascom Investment Holding SAE has reported the pro forma separate financial position statement have been set forth in pro forma settlements resulted from the assumptions contained in note No. (1) of the explanatory notes supplementing the pro forma separate financial position statement as of 31 December 2019 of Orascom Financial Holding (the Demerged Company).

The pro forma separate statement of financial position has been prepared as of 31 December 2019, by the Board of Directors of Orascom Investment Holding SAE, in order to explain how separation of investments held by Orascom Investment Holding "SAE" (the Demerging Company) will impact Orascom Financial Holding (the Demerged Company) a company engaging in non-banking financial,, provided that Orascom Investment Holding (the Demerging Company) shall reserve other investments (various investments) as indicated in Note No. (1) of the explanatory notes supplementing the Company's pro forma separate statement of financial position as at 31 December 2019; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in Orascom Financial Holding (the Demerged Company) a company engaging in non-banking financial activities, have been separated as of 31 December 2019. Moreover, as part of such mechanism, the Board of Directors of Orascom Investment Holding SAE has extracted the Company's pro forma separate statement of financial position from the historical separate financial statements of Orascom Investment Holding SAE, for the fiscal year as at 31 December 2019, approved by the Company's Board of Directors as of the 5^th of May 2020, and for which an audit report as edited by Emphasis Of Matter paragraph was issued as of the 5^th of May 2020, for the financial statements as of 31 December 2019.

Management's Responsibility

of the demerger The Board of Directors of Orascom Investment Holding Company "SAE" is responsible for preparing the pro forma separate statement of financial position, as of 31 December 2019, of Orascom Financial Holding (the Demerged Company), subject to the assumptions of the demerger as mentioned in Note (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019.

Auditor's Responsibility

Our responsibility is only to express an opinion on the pro forma separate statement of financial position as of 31 December 2019, regarding whether the pro forma separate statement of financial position as at 31 December 2019, have been drawn up, in all their significant aspects, by the Board of Directors of Orascom Investment Holding SAE, subject to the assumptions of the demerger as contained in Note No. (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019.

We have performed the engagement in accordance with the Egyptian Standards on Review Engagements, which requires us to adhere to the requirements of professional conduct and to plan and perform actions in order to obtain an appropriate assurance as to whether the Board of Directors of Orascom Investment Holding SAE has prepared the pro forma separate statement of financial position statement as at 31 December 2019, in all its significant aspects, in accordance with the assumptions of the demerger as contained in Note No. (1) of the explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019, of Orascom Financial Holding SAE. (the Demerged Company).

For the purposes of this engagement, we shall not assume any responsibility for updating or reissuing any reports or opinions on any historical financial statements used in preparing the pro forma separate statement of financial position, and also shall not be responsible, within the context of this engagement, for carrying out a review or an audit on the Company's historical separate financial statements used in preparing the pro forma separate statement of financial position.

The purpose of the pro forma separate statement of financial position is only to clarify how the separation of investments held by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities as affiliated to an independent specialized holding company, which is the Orascom Financial Holding (the Demerged Company) will impact on historical separate financial statements of the Company; as if the investments owned by Orascom Investment Holding "SAE" (the Demerging Company) in companies engaged in non-banking financial activities as affiliated to an independent specialized holding company, which is Orascom Financial Holding (the Demerged Company), have been separated on an earlier date as selected for a clarification purpose. Accordingly, we do not provide any assurance that the actual outcome of the separation of the investments owned by Orascom Investment Holding SAE (the Demerging Company) in companies engaged in non-banking financial activities in an independent specialized holding company, which is Orascom Financial Holding (the Demerged Company) as at 31 December 2019, would be as presented.

We believe that the audit evidences that we obtained are sufficient and appropriate and are a suitable basis for expressing our opinion on the pro forma separate financial statements.

The opinion

In our opinion, the pro forma separate statement of financial position, in all its significant aspects, has been prepared in accordance with the assumptions of the demerger as contained in Note No. (1) of the Explanatory notes supplementing the pro forma separate statement of financial position as of 31 December 2019, of Orascom Financial Holding SAE (the Demerged Company).

Cairo, 26 July 2020

Pro forma Separate Statement of Financial Position as at

22.     Summary of Pro Forma Key Financial Indicators:

The figures referred to in 2018/2019 were extracted from the pro forma financial statements of the Demerged Company and approved by the auditor of the Demerging Company.

1.       Price-To-Book value was calculated based on the market value of the share divided by the book value of that share, and has been calculated as follows:

2018 Market value of a share is 0.58 multiplied by the Demerged Company's percentage of total equity after the demerger, which is 74%, as follows (0.58 * 74%) = 0.428

Book value per share is 0.51

Therefore, Price-To-Book Value = 0.428 divided by 0.51 = 0.84

2019  Market value of a share is 0.55 multiplied by the Demerged Company's percentage of total equity after the demerger, which is 74%, as follows (0.55 * 74%) = 0.406

Book value per share is 0.46

Therefore, Price-To-Book Value = 0.406 divided by 0.46 = 0.89

2.       Net distributable profit is the total retained earnings including profits or losses of the period.

3.       Net distributable profit per share is the net distributable profits divided by the total number of shares.

4.       Price-To-Earnings Ratio is the market share price divided by earnings per share.

As the Company has not yet been listed on the EGX hence there is no market price meaning the calculations were based on its book value.

Nominal value is 0.31.

The earnings per share is the share of the stock in the year's net profits multiplied by the Demerged Company's percentage of the total equity after demerger, which is 74%.

2018 earnings per share are as follows: 0.01 and (0.05) in 2018 and 2019, respectively, before the demerger between the Demerging Company and the Demerged Company.

Therefore, Price-To-Earnings Ratio of the year 2018 is as follows: (0.31 / (74% * 0.01) = 42

2019 None, as the earnings per share is a loss of 0.05 per share.

23.     The Company's future action plan for the following:

The Company's plan for offering its shares in the market: For the time being, there is no intention to offer an additional percentage on the market.

The percentage of free float in the light of the Company's Disclosure report as prepared in accordance with Article 30 of the Listing Rules and as disclosed: 44.56% as of 31 December 2020.

Free float ratio planned to be reached during the current year: An attempt made to maintain the current ratio.

Reasons for increase in the ratio of free float shares: The ratio of free float shares is high, and exceeds the 10% registration requirement.

Method of increasing free float: maintained in accordance with the procedures referred to in the Listing and Delisting Rules.

The Company's Plan for the issuance of new shares, bonds and Sukuk: There may be a future need for a long-term financing source, in light of new projects, expansions and the need for financing.

Financing options planned for new issuances: by old shareholders with the business of old shareholders' equities.

Ratio of shares planned to be held by the founders and current major shareholders: This will be disclosed in its due course.

24.     Position of pledged Shares:

There are no pledged shares according to Article (7) of the Listing rules, as the company's shares are a result of a demerger

25.     GDR Position:

On 19/10/2020, the Extraordinary General Assembly decided that no GDR program shall be established for the Demerged Company after being incorporated.

Accordingly, following the shares of Orascom Financial Holding (the Demerged Company) being listed on the EGX and as of the start of the trading OTMT Acquisition S.A.R.L. and the remaining beneficial owners will be replaced by Bank of New York (Mellon) by the book registration with MCDR and without carrying out any transfers on the EGX, as they are not actual purchases and sales.

26.     Legal Counsel of the Restructuring: Mr. Mohamed Abdul Fattah - Attorney-at-Cassation and Partner at DLA Matouk Bassiouny Attorneys-At-Law and Legal Consultants (12 Mohamed Ali Jinnah St., Garden City - Cairo)

27.     Investment Bank responsible for restructuring: Beltone Financial Holding.

28.     Other Disclosures:

1.       Transfer of Separate Assets:

Shares of Beltone Financial Holding as well as shares of Sarwa Capital Holding shall be transferred from Orascom Investment Holding (the Demerging Company) to Orascom Financial Holding (the Demerged Company), as follows:

This is in light of the following:

-       The report issued by the Economic Performance Department of GAFI on 09/09/2020 concluded that the value of investment in the shares of Beltone Financial Holding as of 31/12/2019 is 678,573,068 Egyptian pounds after excluding the impairment losses of 182,599,049 Egyptian pounds. Additionally, the value of investment in the shares of Sarwa Capital Holding for Financial Investments is 1,199,864,200 Egyptian pounds, after excluding impairment losses of 390,698,065 Egyptian pounds.

-       During the period following the date on which the demerger was performed as of 31 December 2019, and throughout 2020, a number of 17,788,873 shares of Beltone Financial Holding were purchased, as well as 4,306,589 shares of the shares of Sarwa Capital Holding for Financial Investments were purchased.

-       The impairment losses of investment in shares of Beltone Financial Holding were reversed at an amount of 182,599,049 Egyptian pounds and in shares of Sarwa Capital Holding for Financial Investments at an amount of 390,698,065 Egyptian pounds, which had been excluded based on the report of the Economic Performance Department issued by GAFI on 02/09/2020, for the following justifications:

A.      Each share of Beltone Financial Holding is an active share in the Egyptian Exchange, as it's classified in List (A) of the securities trading lists, given that such share meets the quantitative and qualitative standards issued by the EGX in such regard. Based on the foregoing, the share price traded on the EGX has been relied upon as a basis to find the fair value of such share for the calculations of the impairment of the fiscal year ending 31/12/2019, as the average share price for September, October, November and December of 2020 were EGP 2.93, EGP 2.8, 2.58 and EGP 2.59 per share, respectively. As a result, the impairment of the investment value that had been formed on 31 December 2019 was refunded up to EGP 182,599,049 during the last quarter of the fiscal year as at 31 December 2020. On the contrary, the share of Sarwa Capital Holding for Financial Investments is considered as a mid-active share on the Egyptian Exchange, as such shares are classified in list (B) of the securities trading lists, given that they meet quantitative and qualitative standards issued by the EGX for that regards. Based on the above, the share price traded on the EGX has not been relied upon as a basis to find the fair value of such investment when the impairment is calculated. However, the redemption value of shares has been relied upon and compared to the book value as of 31 December 2019, applying requirements of Egyptian Accounting Standard No. 31 "Impairment of Assets", where the said redemption value is calculated and represents the higher amount of the fair value of investment and the use value of such investment. Accordingly, the value of Sarwa Capital Holding for Financial Investments, as prepared on the 3^rd of September 2018, has been applied thereto by an independent financial advisor (BDO), concluding that the fair value per share is EGP 7.83, and approved, according to its valuation of the fair value per share at the foregoing value, that the Company may achieve an expected net profit for 2019 of 351 million Egyptian pounds (after minority rights), and when such figure is compared with the actual net profit figures for 2019, which is an amount of 389 million Egyptian pounds (after minority rights), it has appeared that the Company's actual activity position is higher than the expected one, and on which basis the share price was valued at 7.83. Consequently, no indicator was considered for the impairment of the Company's investments in Sarwa Capital Holding for Financial Investments, as the book value per share as at 31 December 2019 was EGP 4.6 per share.

Moreover, in 2020, subject to the same approach adopted by the report of the Economic Performance Department of GAFI as issued on 02/09/2020, based on the share price on EGX, and valued, as of 31 December 2019, at EGP 3.47 per share, and since the share price, on the EGX, is currently about EGP 4 per share, then there is a large part of the decrease that was calculated must be refunded at about 183 million Egyptian pounds.

B.      Statement of investment movement of Orascom Investment Holding in both Beltone Financial Holding and Sarwa Capital Holding for Financial Investments from 31 December 2019 to September 30, 2020, taking into account the amendments made thereto pursuant to the Report No. 837 of the Economic Performance Department of the General Authority for Investment and Free Zones as issued on the 2^nd of September 2020 as follows:

First: Beltone Financial Holding

Second: Sarwa Capital Holding

2.       First actual financial statements to be published will be the financial statements for the period starting from the date on which the company is registered in the commercial register until 31/03/2021.

3.       Shares of Orascom Financial Holding (the Demerged Company) shall be traded on the EGX after completing the publication of this report in two widely-circulated morning newspapers and after being approved by the FRA and pursuant to the resolution passed by the Committee of Listing of the Egyptian Exchange, in the light of Article 138 its Executive Regulations of Law no. 159 for the year 1981 and its Executive Regulations thereof and pursuant to Article (24) of Listing and Delisting Rules of the Egyptian Exchange.

4.       As the Demerger is taking place, the restructure of the ownership hierarchy of OTMT Acquisition S.A.R.L. (Luxembourg), as the direct owner [the beneficiary], is under study and some entities will exit, without affecting the final ownership percentage of the final beneficiary, which shall remain unchanged.