OIH YE OGM Invitation - Amendment 2

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

 Amendment

Eng. Naguib Onsi Naguib Sawiris - Executive Chairman of Orascom Investment Holding S.A.E., cordially invites you to the Ordinary General Assembly Meeting of the Company on Sunday, 5 May 2019 at 2:30 pm at Fairmont Hotel (Magenta Ballroom) located at 2005B Nile City Towers, Corniche El Nil, Cairo, to review and resolve the following agenda:

1- Ratification of the Board of Directors' Report and the Governance Report on the Company's activities during the fiscal year ending on 31/12/2018;

2- Ratification of the Auditor's Report on the financial statements 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 his 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 the following related party transactions:

- Acquisition of Nile Sugar company and enter into a sale and purchase agreement with its selling shareholders to acquire its entire share capital; a related party transaction given that the selling shareholders are a related party to the Company's major shareholder;

- Lease of an office space from Orascom Investment Holding S.A.E. to Orascom Pyramids Entertainment.

We draw the shareholders' attention to the following:

First: Each shareholder shall be entitled to attend the Ordinary General Assembly of the 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. A 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 presented to the General Assembly must be submitted in writing in exchange for a receipt to the Finance Department of the Company at least three days prior to the date the General Assembly.

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 subject to the attendance of the shareholders representing quarter of the nominal shares of the Company's share capital. In the event the quorum is not satisfied, the Ordinary General Assembly shall reconvene on Sunday 12 May 2019 at 2:00 pm, in the Company's premises. The second General Assembly shall be valid regardless the number of shares present.

Fifth: Resolutions of the Ordinary General Assembly are passed by the 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