Notice of AGM

Telecom Egypt

Invitation to the Ordinary General Assembly

of

Telecom Egypt S.A.E.

FIRST NOTICE

Scheduled to Convene on Thursday, August 9, 2012

The Board of Directors of Telecom Egypt S.A.E. (the "Company") has the privilege to invite the shareholders of the Company to attend the Ordinary General Assembly of the Company (First Meeting) scheduled to convene at 9:00 a.m., on Thursday, August 9, 2012, at the Conference Building of the Smart Village, at K 28 - Cairo Alexandria Desert Road, Egypt. In the event the requisite legal quorum for the validity of the first meeting is not met, then the Ordinary General Assembly shall convene a second meeting to be held on Saturday, August 11, 2012 at the same location and time. The second meeting shall be valid regardless of the number of shares represented in the meeting.

Such is for purpose of discussion of the following agenda:

1. Consideration of the approval of the cost of the restructuring of the Company's employees' salaries.

2. Consideration of the approval of the changes made to the composition of the Board of Directors of the Company during the previous period.

3. Consideration of the appointment of the members of the Board of Directors for a new term of the upcoming three years in light of the expiration of the current term of the Board of Directors on August 11, 2012, whereby the Board will consist of eleven members in accordance with the provisions of Article 21 of the Statutes of the Company, including three members who meet the independence criteria, to be nominated for election by the shareholders, other than the Government who hold 1% or more of the outstanding shares of the Company and, the Independent Directors must meet the criteria set forth under said Article.

We also draw the shareholders' attention to the following:

(a) The Ordinary General Assembly shall not be validly held unless attended by the number of shareholders representing at least 50% of the Company's share capital.

(b) Each shareholder shall be entitled to attend the Ordinary General Assembly of the shareholders either in person or by proxy to another shareholder who is not a member of the Board of Directors. To be valid, a proxy must be issued by means of a written power of attorney and the representative must be a shareholder. Any shareholder may not represent by proxy in the Ordinary General Assembly a number of votes exceeding ten percent (10%) of the total nominal shares of the Company's share capital or twenty percent (20%) of the shares present at the Meeting.

(c) Shareholders wishing to attend the Ordinary General Assembly shall submit the original certified statement issued by one of the bookkeeping companies indicating the shares they own and indicating that the balance of shares reflected in the statement has been blocked until completion of the General Assembly. The foregoing must be effected at least three days prior to the date of convening the Ordinary General Assembly.

(d) Applications for nomination to membership on the Board of Directors as Independent Directors who satisfy the criteria set forth under Article 21 of the Statutes of the Company, shall be submitted within a period not later than 1:00 p.m. on Tuesday, July 31, 2012, at the head offices of the Company located at K 28 - Cairo Alexandria Desert Road, Smart Village, B7 Building, Office of the Director of Investment and Investor Relations, 2nd Floor. Any applications submitted after such time-periods shall not be accepted. The application shall reflect the applicant's full name, the number of shares owned by the applicant in the Company; the applicant's current position, experience and positions held during the previous years, particularly in other companies; and whether the applicant holds a position in the Company, provided that the following shall be attached to the application:

i. The CV and substantiating documents of the nominee to the Board of Directors as an Independent Director from those who shall satisfy the criteria specified under Article 21 of the Statutes;

ii. A copy of the identification document and/or a copy of the passport with respect to nominees who are not Egyptians;

iii. The original documents which evidence the nominee's ownership of 1% or more of the shares of the Company, or the original documents which evidence that he/she has been nominated by shareholders other than the Government holding 1% or more of the shares of the Company,provided that the signatures of such shareholders on the nomination documents have been certified by banks.

(e) The nominee to the Board of Directors must satisfy the conditions set forth in Article 89 of Law No. 159 of 1981 and the provisions of Articles 177 to 180 of that Law concerning employees of the Government, public sector and public enterprise sector and members of the People's Assembly, Shura Council or municipal councils.

(f) Any questions concerning the items of the agenda to be presented to the Ordinary General Assembly must be submitted in writing to the head office of the Company located at K 28, Cairo - Alexandria Desert Road, Smart Village, the 2nd floor, B7 Building, the office of the Director of Investment and Investor Relations, either by registered mail or hand delivery against receipt at least three days prior to the date of convening the Ordinary General Assembly.

(g) Discussions at the Ordinary General Assembly shall be limited to the items on the agenda.

(h) Attendance of the General Assembly shall be limited to the shareholders only without being accompanied by any other parties and attendees must be present in enough time before the General Assembly to allow for registration of their attendance in the registers.

Akil Hamed Beshir

Chairman