OIH YE 2018 OGM Invitation

Orascom Investment Holding S.A.E.

Established pursuant to the provisions of Law 95/1992

Head Office: Nile City Towers, South Tower, 29 Floor,

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

Authorized Capital: EGP 22 Billion

Issued Capital:

EGP: 2,203,190,060.40

(Fully paid)

Number of Issued Shares:

5,245,690,620

Invitation to the Ordinary General Assembly Meeting

 First Notice

Eng. Naguib Onsi Naguib Sawiris - Executive Chairman of Orascom Investment Holding S.A.E., is honored to invite you to the Ordinary General Assembly Meeting of the Company on Sunday, 5 May 2019 at 1:30 pm at Fairmont Hotel (Magenta ballroom) located at 2005B Nile City Towers, Corniche El Nil, Cairo, to consider the following agenda:

1- Ratification of the Board of Directors' report on the Company's activities during the fiscal year ending on 31/12/2018.

2- Ratification of the Auditor's report regarding the financials for the fiscal year ending on 31/12/2018.

3- Ratification of the standalone and consolidated financial statements for the fiscal year ending on 31/12/2018, and the general budget and income statement for the same period.

4- The discharge of the Chairman and all members of the Board of Directors for their services during the fiscal year ending on 31/12/2018.

5- Determining the remuneration and allowances of the Board Members and the Members of the Audit Committee and the investment committee for the fiscal year ending on 31/12/2019.

6- The appointment of the Company's Auditor for the fiscal year ending on 31/12/2019 and determining its annual fees.

7- Ratification of the Board of Directors resolutions during the fiscal year ending on 31/12/2018

8- Authorize the Board of Directors to obtain loans, mortgages and issue guarantees to lenders for the Company and its subsidiaries where the company owns a controlling stake;

9- Approve the donations made during the fiscal year ending on 31/12/2018 and authorizing the Board of Directors to donate during the fiscal year ending on 31/12/2019;

10- Authorize the Board of Directors to enter into related party transactions.

We draw the shareholders' attention to the following:

First: 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 nominal shares of the Company's share capital or twenty percent (20%) of the shares present at the Meeting.

Second: Any questions concerning the items of the agenda to be presented to the General Assembly must be submitted in writing in exchange for a receipt to the financial department of the Company at least three days prior to the date the General Assembly convenes.

Third: Registry of ownership of any shares in the company's records is prohibited as of the date of publishing the invitation until the date of consummation of the General assembly.

Fourth: The Ordinary General Assembly shall not be validly held unless attended by the number of shareholders representing quarter of the nominal shares of the Company's share capital. And in case the quorum was not satisfied the Ordinary General Assembly shall reconvene on Sunday 12 May 2019 at 2:00 pm, in the Company's premises and this assembly shall be valid regardless the number of shares represented.

Fifth: Decisions of the Ordinary General Assembly are passed by absolute majority of the shares represented in the meeting.

Sixth: Discussions at the General Assembly shall be limited to the items on the agenda.

Executive Chairman

Naguib Onsi Naguib Sawiris