2012 OGM Resolutions

Telecom Egypt

An Egyptian Joint Stock Company

Resolutions of the Ordinary General Meeting

Convened on Thursday, 9 of August 2012 at 9:00 A.M.

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Resolution No. 1

The Ordinary General Assembly of Telecom Egypt held on Thursday, 9 of August 2012, by Unanimous vote of the Shareholders present and represented in the Meeting, approved the additional cost of the second phase of the restructuring of the salaries of the employees of Telecom Egypt so that the total cost becomes approximately 243 million Egyptian Pounds annually to be added to the employees' gross salaries, inclusive of what has been approved in the first phase, and new costs which were added to it, to meet the employees' demand and the amendments that took place in light of the employee's actual job and the appointments made subsequent to the restructuring.

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Resolution No. 2

The Ordinary General Assembly of Telecom Egypt held on Thursday, 9 of August 2012, by unanimous vote of the Shareholders present and represented in the Meeting, approved the changes made to the Board of Directors during the preceding period, whereby:

·; Ms. Neveen Hamdy El Tahri, resigned from the Board of Directors, effective 1/6/2012 and;

·; Mr. Mohamed Samy Saad Zaghloul resigned from the Board of Directors, effective 26/6/2012 and;

·; Mr. Tarek Aboualam resigned as the CEO & the Managing Director of the Company with effect from 11th August, 2012 coinciding with termination of the current term of the Board of Directors.

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Resolution No. 3

The Ordinary General Assembly of Telecom Egypt, which convened on Thursday August 9, 2012, has by unanimous vote of the shareholders present and represented at the OGM, approved the election of the members of the Board of Directors for a new term of the upcoming three years commencing from August 12, 2012, in light of the end of the current term of the Board of Directors, on Saturday, August, 2012, whereby the Board will consist of eleven members in accordance with the provisions of Article 21 of the statutes of the company as per the following:

- Seven members appointed by a decree of the prime minister upon the recommendations of the Minister of Communication and Information Technology consist of:

1. Mr. Akil Hamed Beshir

2. Mr. Mohamed Amin Elnawawy

3. Dr. Ahmed Mahmoud Osman Darwish

4. Mr. Mohamed Nabil El Maadawy

5. Mr. Elsayed Mohamed Elsayed Al Dessouky

6. M. Hassan Ahmed Mohamed Helmy

7. Mr. Sherif Mohamed Aly Elwy

- One member representing the Company's employees who was nominated by the Employees' Union from among the Company's employees, being:

1. Mr. Moaz Kamel Helfaya

- Three members selected by virtue of the Board of Directors' Resolution No. (1/11/2012) dated August, 7, 2012 consist of:

1. Mr. Ahmed Mohamed Gamal Abo Aly

2. Mr. Taha Mahmoud Khaled

3. Mr. Waleed Hassan Gad.

The above-mentioned nominees meet the criteria set forth under Article 21 of the Statutes.

The above is with due consideration to the fact that the former members of the Board of Directors shall be released from all liability in connection with their management of the Company for the fiscal year ended December 31, 2012, by virtue of the General Assembly convened to approve the financial of the company in connection with the fiscal year ended December 31, 2012.

In addition, the Ordinary General Assembly decided that Mr. Chairman shall receive half of the financial benefits he used to receive during the preceding term, in addition, to all the benefits-in-kind allocated to him, in return to his dedication and daily presence to follow up on Company's business and to implement Board of Directors' decisions.

Chairman

Akil Hamed Beshir