Orascom Investment Holding S.A.E. 

Established pursuant to the provisions of Law 95/1992 

Head Office: Nile City Towers, South Tower,  

2005 A corniche El Nile, Ramlet Beaulac, 11221, Cairo, Egypt 

Commercial register number: 394061 Cairo 

Summary of Board of Directors Resolutions by Circulation 

31 May 2023 

On May 31, 2023, upon the invitation of the Board Chairman, Eng. Naguib Onsi Sawiris, the following resolutions were taken by circulation by all members of the Board, as per the Company's AoA:  

·              Eng. Naguib Onsi Sawiris, Chairman; 

·              Mr. Marwan Hussein Mohamed, OTMT Acquisition S.à r.l representative, Managing Director; 

·              Eng. Akil Beshir, Non-Executive Expert Board Member; 

·              Mr. Hassan Mostafa Abdoو OTMT Acquisition S.à r.l representative, Non-Executive Board Member; 

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

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

·              Mrs. Wafaa Shoukry Zaklama, Board Member;  

·              Mrs. Manal Abdel Hamid; Board Member 

Ms. Rita Ibrahim Ishak was appointed Secretary of the Board. 

The Resolutions:  

1.        The Board was informed that the Company received an offer to purchase 100% of the Company's assets in Brazil, comprised of units 31, 32, 33, 34, 52 and 53, with a total area of 2,286.76 square meters, in Victor Malzoni Patio Building, located at Avenida Brigadeiro Faria Lima, No. 3,477, São Paulo, State of São Paulo, Brazil, representing 10% of Company's equity pursuant to its latest financial statements. 

2.        The Board approved the appointment of Zilla for Financial Advisors, as independent financial advisor, in accordance with Art. 43(Bis)of EGX Listing and Delisting Rules, to provide the fair market value of the assets, before executing the transaction. 

3.        The Board approved delegating Mr. Marwan Mohamed Hussein and Mr. Oussama Daniel Nassif to negotiate the terms of the sale, the appropriate structure to the transaction and prepare all agreements, and documents related to the acquisition, as well as execute them with no maximum budget for the signatory powers, while following the procedures stipulated in Art. 43(Bis) of EGX Listing and Delisting Rules. 

4.        The Board shall study the acquisition request and the other options on the assets, in light of Art. 43 Bis of EGX Listing and Delisting Rules.

Head of Investors Relations

Malak El-Meteini