ANNUAL REPORT 2010

CONTENTS

OTH ANNUAL REPORT 2010

Letter from Executive Chairman & Group CEO About OTH: OTH at a Glance Financial Highlights Organizational Structure Financial Milestones Financial Events 2010 Board of Directors

02

Corporate Governance Report Corporate Responsibility Report GSM Operations: OTA Mobilink Mobinil banglalink koryolink

14 15

Telecel Globe WIND Mobile 2010 Financial Review: Board Report Financial Statements (IFRS/US$) Financial Statements (EAS/EGP)

28 32

03 04 05 06 07 10

18 20 22 24 26

34 42 62

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Letter from Executive Chairman & Group CEO

Naguib Sawiris, Executive Chairman
I never thought the day will come when I will be leaving my fifth child to the care of new parents; the child that I have brought to this world, nurtured and raised to become strong and grown. Funnily enough though, it was not as difficult as I thought, as I reached a stage of my life where I want to move on and continue giving in other areas. It must also be due to the fact that I am confident that the child has reached a stage of maturity and strength that I can rest assured, that it is poised to continue in health growth, success and that it is on the right track to achieve the vision I have set for it from day one. My belief in the consolidation of the telecom industry has become a reality today, where a large number of telecom suppliers have been reduced to only four or five major players. The same is also happening on the operator side. I also believe that my team, which has now been integrated into the newly merged Vimplecom Limited, will do a great job in realizing the synergies of this merger and in driving further our operations through a much more powerful vehicle, which will carry a significant benefit to OTH's shareholders. My gratitude and appreciation go to the team I have worked with over the years and all the employees of OTH who have helped in creating this success story and who made it possible to be where we are today, as well as to the departing board members for helping in navigating this wonderful journey and to OTH's shareholder for their valued trust over the years. I wish Mr. Bichara and Mr. Abou Doma a lot of success in their new mission.

N A

Khaled Bichara, Group CEO

The year 2010 has proven to be a year of significant milestones aiding the growth of Orascom Telecom Holding, on an operational and strategic level. On October 4th, 2010 WIND TELECOM, OTH's parent company, and VimpelCom Ltd. announced their intention to combine their groups, thereby creating the world's sixth largest telecommunications company. Most recently, in March 2011, the VimpelCom Special General Meeting approved the transaction. Furthermore, on April 14th, over 97% of OTH's shareholders approved the proposed refinancing plan for the company, as well as a demerger into two separate entities: OTH and Orascom Telecom Media and Technology Holding S.A.E (OTMT). The refinancing plan will ensure an improvement in the company's liquidity position and capital structure, while OTMT will serve as a holding company for Mobinil, koryolink, Alfa management contract, the cable businesses and OT Ventures. Consequently, OTH will join the ranks of truly global players in the field of telecommunications supported by expertise and a strong leverage profile while benefiting from significant synergies resulting from the WIND-VimpelCom transaction. The demerged entity of OTMT will allow for better focus on strategies and lend both OTH and OTMT the independence to drive faster growth. On January 4th, 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium, through which we owned 50% of Tunisiana, for a total cash consideration of US$ 1.2 billion, equalling an enterprise value of 6.7x Tunisiana's 2009 EBITDA and generating over 40% annual return on OTH's investment in the business since 2003. OTH now counts over 101 million subscribers across its operating countries. The 16% increase in our customer base compared to last year has translated into a net income before minority interest of US$ 781 million for the year ending 31 December 2010. In addition, Net Debt/EBITDA now stands at 2.5x. Pro-forma for the receipt of proceeds from the disposal of Tunisiana, Net Debt/EBITDA is approximately 1.9x. While the majority of our operations have displayed strong and stable growth, the Algerian unit, due to the consistently hostile operating environment, has faced a decrease in revenues of 6.5% compared to the year end of 2009. Many restrictions on the operation still remain in place, such as the hindrance of promotions and local governmental restrictions, in addition to SIM card shortages resulting from a ban on imports. Despite a number of cost cutting initiatives being instigated in order to stabilize and maintain network quality, restrictions imposed by the Algerian government continue to negatively impact Djezzy's results. Pakistan has shown a 9% increase in its revenues for the year, in local currency terms, alongside efficient cost management initiatives which resulted in a YoY EBITDA margin growth of 3%. The high subscriber growth trend in Bangladesh has translated into revenue growth of over 30% in comparison to 2009 despite increasing competitive pressures in the Bangladeshi telecommunications market. WIND Mobile Canada continues to grow its customer base and has succeeded in adding nearly 100 thousand new subscribers compared to the last quarter, nearing its total subscribers to a quarter of a million. In light of the company's promise to deliver innovation and value to its shareholders moving forward into the new era of consolidation, we see the perfect opportunity to do so in the expected combination of WIND TELECOM and VimpelCom, allowing us to continue to maximize long-term shareholder value.

02

OTH at a Glance
Positioned for success Orascom Telecom Holding S.A.E. ("OTH") is a leading telecommunications company with mobile operators in many regions of the globe including Canada, the Middle East, Africa and Asia. It was established in 1998, by launching its first mobile operation ("Mobinil"), also the first mobile operator in Egypt. OTH's headquarter resides in the heart of Cairo where the company initially started. After Mobinil's launch, OTH continued its journey by pursuing markets characterized by large population densities and low mobile penetration rates. However this strategy changed in the last two years as it started to enter more diverse markets with its latest launch to date ("WIND Mobile") in Canada. In 1998, OTH started off with 200,000 subscribers. By the end of 2010, OTH is proud to be extending its care and services to over 101 million subscribers. It is also serving a total population under license of approximately 517 million with an average mobile telephone penetration of approximately 48%. A borderless company Having launched "Mobinil" in 1998, OTH operations to date include Algeria ("OTA"), Pakistan ("Mobilink"), Egypt ("Mobinil"), Bangladesh ("banglalink"), North Korea ("koryolink") and Canada ("WIND Mobile") through an indirect equity ownership in Globalive Wireless. At the beginning of 2009, OTH was also awarded the management contract of one of the two Lebanese mobile telecommunications operators ("Alfa") from the government of the Republic of Lebanon. Furthermore, OTH has an indirect equity ownership in Telecel Zimbabwe (Zimbabwe) and through its subsidiary Telecel Globe, operates in Burundi and the Central African Republic. Value to stakeholders OTH's target is to provide value for its investors and shareholders by expanding in high growth markets and strengthening its position in its existing operator companies through focusing on current as well as potential subscribers. Profitability and success are demonstrated through the fact that all of OTH's operator companies are either market leaders or major players in their markets. OTH employees take gratification in striving for the success of a business that provides the tools by which people can communicate and improve their lives. OTH's customers everywhere in the world are provided with the best service as operator companies constantly aim to cater and adapt to their needs by offering innovative solutions to make their lives better, easier and more rewarding. The power to communicate In a world with increasing interconnectivities and rapid technological transformations and advancements, not being able to communicate means not being able to exist. It is OTH's core belief that communication is the essence of life, the inherent right of every human being and the means by which communities advance. Being a borderless company, OTH seeks to provide communications to all peoples of the world. Communication empowers people by letting them tell their stories, enhance their lives and advance their communities. Integrating the most suitable and best technology innovations for each country enables OTH operator companies to facilitate and enrich their subscribers' lives. When the world calls, we listen. When the world talks, we feel what it wants to say. We help give it a voice.

OTH's vision

To harness our networks to provide millions of connected customers with solutions that empower their personal and professional lives.

OTH's mission

We Exist to Enrich our customers' lives through accessible communication services Ensure our shareholders' returns with the highest yields Expand our employees horizons with exceptional growth opportunities Enable our communities' development and prosperity by always giving back

UND T SO THA ICE O

S IS A VOICE THA T'S

HE

'A

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Financial Highlights Shareholder Information

Orascom Telecom Holding S.A.E. ("OTH") maintains a high level of disclosure and keeps its shareholders informed of any significant event through press releases, quarterly earning releases, conference calls and an updated website with all relevant operational and financial information in addition to reporting its financials under Egyptian Accounting Standards (EGP) and under International Financial Reporting Standards (US$). Ownership Structure WIND TELECOM S.p.A. directly and indirectly owns approximately 51.7% of the shares of OTH and 48.3% is public free float. Rights Issue In January 2010, OTH's Board of Directors announced the launch of its Rights Issue to holders of its ordinary shares and GDRs. The proceeds were directed towards further strengthening the Company's balance sheet, enhancing OTH's liquidity including financing needs since dividends could not be repatriated from Algeria due to the prevailing tax dispute, in addition to general corporate purposes. The Rights Offering amounted to EGP 4,357 million (equivalent to approximately USD 800 million), and was offered by way of pre-emptive rights to existing shareholders / eligible GDR holders. The Company offered up to 4,356,590,515 Shares in the Rights Issue, equivalent to 871,318,103 new GDRs. 49 shares/GDRs were offered for every 10 shares/GDRs. The price for each Share was 1 EGP (par value, in line with Egyptian market practice), and represented approximately USD 800 million based on the Fx rate of 12/01/2010; with a discount to TERP of 81.6% (based on the closing price of 12/01/2010). In March 2010, OTH announced the final results of the subscription and over-subscription of its Rights Issue launched in January. Subscriptions by existing shareholders have resulted in the following: Number of ordinary shares subscribed for: 4,356,590,515; Total percentage of rights issue taken up: 100%; Total ordinary shares taken up: 100%; Total GDRs taken up: 100%; Total number of remaining unsubscribed ordinary shares: 0. Subscriptions were received in the Over-subscription Offering for approximately 448 times the amount of shares available for oversubscription. Share Ownership Program for Employees As part of its commitment to motivate and retain its key employees, OTH offers an ESOP plan, having an ownership of approximately 1% of OTH shares. Paid up Capital As at December 31st, 2010, OTH's paid up capital was EGP 5,245,690,620, divided into 5,245,690,620 shares, each with a nominal value of EGP 1. Dividends The Board of Directors of OTH agreed not to distribute any dividends to its shareholders during 2010 as a result of the circumstances surrounding the Algerian business unit, Orascom Telecom Algeria, thereby necessitating the aforementioned Rights Issue. Dividend Policy OTH's primary goal is to maintain sufficient reserves and liquidity to ensure its operational and financial needs and to maintain a strong growth profile of its business. OTH intends to operate a progressive distribution policy based on what are believed to be sustainable levels of dividend payments supplemented by variable distribution to shareholders of any excess cash resources. Consequently, dividends will vary from year to year. Share Price Performance At the beginning of 2010, the OTH stock was quoted at EGP 4.98 on EGX. The highest quotation during the year was EGP 7.76, and the lowest was EGP 4.09. At year end, the quotation price was EGP 4.32; this amounted to a 13.0% decrease in value. The market value as of December 31st, 2010 was EGP 22.6 billion. OTH GDRs listed on the London Stock Exchange at the beginning of 2010 were quoted at US$ 4.72. The highest quotation during the year was US$ 7.05 and the lowest was US$ 3.60. At year end, the quotation price was US$ 3.65; this amounted to a 22.6% decrease in value. The market value as of December 31st, 2010 was US$ 4.0 billion. Trade OTH is traded on both the Egyptian Exchange and on the London Stock Exchange under the symbols (ORTE.CA, ORAT EY) and (ORTEq.L, OTLD LI), respectively. Disclosure To ensure full disclosure and transparency, OTH reports its Holding and Consolidated financials on a quarterly basis applying both the Egyptian Accounting Standards (EAS) and US$ consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS).

Subscribers

(1)

Revenues
in millions in US$ millions

EBITDA
in US$ millions

97

102

3,760

3,825

1,518

1,584

2009

2010

2009

2010

2009

2010

Main Financial Data

(according to IFRS)

2009 Revenues (in US$ million)(2) EBITDA (in US$ million)(2) EBITDA Margin Net Income (in US$ million) Earnings per GDR (US$)(3) CAPEX (in US$ million) Net Debt (in US$ million) 3,760 1,518 40.4% 317 0.36 761 5,113

2010 3,825 1,584 41.4% 743 0.73(3) 660 4,009

(1) After excluding Tunisiana subscribers from 2009 figure (2) On July 13, 2010, the Amended and Restated Shareholders' and Settlement Agreements concluded with France Telecom entered into force. Consequently, starting Q3 2010, Mobinil is reflected through the equity method. Mobinil's financial figures for 2009 and H1 2010 are represented as a discontinued operation under IFRS. On 4 January 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium through which OTH owned 50% of Orascom Telecom Tunisia (OTT). As a result the proportionate consolidation of OTT during Q4 is no longer applicable under IFRS as it renders the entity an investment held for sale, and consequently a discontinued operation under IFRS rules. Figures for 2009 and 9 months 2010 have been restated to reflect the accounting treatment of OTT. (3) Based on a weighted average for the outstanding number of shares of 1,046,501,539 GDRs

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Organizational Structure
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Khaled Bichara

Executive Chairman
Mohamed Naguib Internal Audit & Revenue Assurance Officer

Ahmed A. Doma

Group CEO

Aldo Mareuse

Ragy Soliman General Counsel

TBD*

Hany Bedair

Financial Officer
Corporate Finance, Treasury, Tax Planning & Corporate Accounting, Budgeting, Planning & Control, Investors Relations Compliance & Secretarial Corporate Affairs, Corporate Attorney

Group Chief

Chief Commercial Officer

Market Development, Sales, Customer Operations, Corporate Marketing, Fixed and Broadband, Market Planning, Products and Services

Chief Technology Officer

Network Support, IT & VAS Support, Procurement, Total Quality Management, Program Management

Manal Abdel Hamid PR & Corporate Communications Director

Emad Farid Group Chief Strategy Officer

Wafaa Lotaief Group HR & Admin Officer

Public Relations, Corporte Communications, Corporate Social Responsibility

Business Planning, Corporate Strategy, Innovation and Partnerships

Compensation & Benefits, Training & Development, Recruitment and Administration

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The above reflects the latest composition of the Organizational Structure

* Mr. Ahmed Abou Doma is currently Acting Chief Commercial Officer

Financial Milestones

January 2010

OTH launches Rights Issue for US$ 800 million.

February 2010

Renewal of Alfa management contract in Lebanon after exceeding the 1 million subscriber milestone mark.

March 2010

OTH announces results of its Rights Issue where Subscriptions were received in the Over-subscription Offering for approximately 448 times the amount of shares available for over-subscription.

April 2010

France Telecom and Orascom Telecom submit the main terms of their agreements on MobiNil and ECMS to the Egyptian Financial Supervisory Authority a global settlement fee of US$ 300,000,000 in consideration for OTH's undertakings and obligations under the Master Agreement, the termination of the original Shareholders Agreement as well as execution of the Amended and Restated Shareholders Agreement.

July 2010

OTH announces sale of LINKdotNET through a Share Sale and Purchase Agreement with MobiNil for an enterprise value of US$ 130 million.

November 2010
06

OTH announces the sale of its 50% stake in Tunisiana to Qatar Telecom for an enterprise value equal to 6.7 Tunisiana's 2009 EBITDA. The transaction was completed in January 2011.

Financial Events 2010

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France Telecom and Orascom Telecom submit the main terms of their agreements on MobiNil and ECMS to the Egyptian Financial Supervisory Authority In April 2010, France Telecom and Orascom Telecom submitted to the Egyptian Financial Supervisory Authority the main terms of the agreements on MobiNil and ECMS signed between them. The content of this submission can be found below. 1. Maintaining the partnership between the Parties, and subject to paragraph 4 below, neither Party shall transfer to the other Party any shares in MobiNil for Telecommunications (unlisted) or the Egyptian Company for Mobile Services (listed). The Parties further agreed that Orascom Telecom Holding shall not own or hold, directly or indirectly and/or whether acting in concert, an equity stake in the Egyptian Company for Mobile Services (listed) of more than 20% of the share capital of the latter (this refers to a standstill provision which further provides that Orascom Telecom Holding shall not seek to directly or indirectly and/or whether acting in concert increase its current equity stake in ECMS. This has been clarified in a subsequent press release); 2. Amending and restating the existing shareholders' agreement between the Parties relating to MobiNil for Telecommunications (unlisted). As a result of this amendment, OT will adopt the equity method instead of the proportionate consolidation method for the basis of accounting on the shareholders' equity. OT will consolidate

its investment using the equity method in accordance with the Egyptian Accounting Standard No. 18, where OT's share in the net assets of ECMS at the date of entry into force of the settlement agreement shall be presented in a separate line item in the consolidated balance sheet, rather than on a line-byline basis. As a result of this reclassification, there will be no impact on OT's consolidated income statement and OT's consolidated shareholders' equity, at that date. As for the OT's share in the profits or losses, the changes in the shareholders' equity of ECMS recognized after that date will be presented in a separate line item in the consolidated income statement and the consolidated statement of shareholders' equity respectively. By virtue of the International Financial Reporting Standards, France Telecom will fully consolidate its investment in MobiNil Telecommunications and ECMS as from the date of entry into force of the settlement agreement and the Amended and Restated Shareholders Agreement. The modification of the basis of the accounting treatment for France Telecom and Orascom Telecom will have no effect on ECMS and the minority shareholders of ECMS; 3. Granting Orascom Telecom Holding certain rights in the amended and restated shareholders' agreement with respect to the approval of material decisions and operational matters, the governance model under the Amended and Restated Shareholders Agreement is designed to ensure (i) the consolidation by FT of the

financial results of MobiNil and its subsidiaries, and (ii) that material matters relating to the finances and operations of MobiNil, ECMS and/or their material Subsidiaries may not be taken unless such actions are authorized pursuant to the approval of all of the OT Directors and a majority of the FT Directors. The composition of the boards of MobiNil and ECMS reflects participation by OT and FT which is not materially different from the original shareholders agreement, whereby FT appoints, directly or indirectly, the majority of the members of the MobiNil and ECMS board of directors. The ECMS board of directors shall continue to include three non-executive, independent directors with relevant industry background. ECMS' management will include a CEO appointed by FT and a CFO designated from among FT candidates, whereas the Chief Technical Officer and the Chief Commercial Officer will be designated by the CEO from among OT candidates. Under the original shareholders agreement, in case the OT and the FT representatives on the board of MobiNil fail to reach consensus on a decision, a deadlock mechanism was triggered where either party buys the other's stake in MobiNil through a bidding process. Being the main reason behind the dispute subject matter of the arbitration between OT and FT, the parties agreed to simplify and amend such deadlock resolution mechanism and replace it with a right granted to OT in certain deadlock situations to put its shares in MobiNil and ECMS to FT for the Put Option Consideration, which consideration is calculated on a per share price;

4. Granting Orascom Telecom Holding in the amended and restated shareholders' agreement the option to put its shares in MobiNil for Telecommunications (unlisted) together with its shares in the Egyptian Company for Mobile Services (listed) to the France Telecom Group (i) during the period from September 15 through November 15, 2012, and (ii) during the period from September 15 through November 15, 2013, as well as (iii) at anytime until November 15, 2013 in a limited number of deadlock situations on some material decisions, and subject to certain conditions. In the event of the exercise of the put option, the price per the Egyptian Company for Mobile Services (listed) share ("ECMS P") which has been agreed between the Parties will increase over time from EGP 221.7 as of closing up to EGP 248.5 as of end 2013, to be converted in EUR at a fixed EUR/EGP exchange rate of 7.53. As for the opening put option price (221.7 as of 30/06/2010), it was calculated in reference to the weighted average market share price of ECMS for the week preceding April 14, 2010 accreted by 3% to 30/06/2010 = 220.3*(1+3%*79/360), payable in Euros at a fixed rate corresponding on the EGP:EUR rate as at the date of signing of the agreement. Each subsequent price represents a 3% annual accretion over the opening put option price. Therefore, the price of the put option does not express the parties' view of the long term valuation of ECMS. The price per MobiNil for Telecommunications (unlisted) share will be computed as ECMS P multiplied by the total number of ECMS shares held

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Financial Events 2010

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by MobiNil for Telecommunications (unlisted) in the Egyptian Company for Mobile Services (listed) and divided by the total number of MobiNil for Telecommunications (unlisted) shares; 5. The continuation of the Parties in rendering technical support and management services to the Egyptian Company for Mobile Services (listed) according to the two existing management agreements with the Parties, which were ratified to the General Assembly of the Company, and whereby each Party receives a fee equal to 0.75% of the total revenues of the Company (excluding equipment sales and sales taxes). In case of exit by OT, it will assign to FT its rights to the above management fees and enter into a transition services agreement to the benefit of ECMS enabling ECMS, at its option, to continue or terminate the various services and/or technical assistance agreements entered into with OT group, all subject to applicable laws and the approval of the competent corporate bodies of ECMS. In consideration for the assignment referred to above and the entering into by ECMS of the transition agreement, FT shall pay to OT a fee of EUR 110 million; 6. Prior to the settlement agreement, a dispute between the relevant parties on the ownership of the "MobiNil" trademark existed. OT and FT agreed that MobiNil and ECMS shall regularize the ownership of the MobiNil Trademark in the best interests of ECMS and all its shareholders and with a view to enhance the visibility of the trademark; 7. The agreement in principle of the Parties

on the acquisition by the Egyptian Company for Mobile Services of Link Dot Net S.A.E and Link Egypt S.A.E, a leading Egyptian ISP, for total consideration calculated on the basis of an aggregate enterprise value of USD 130,000,000, subject to obtaining the approval of the competent corporate bodies (general assemblies and/or boards of directors) and completing the necessary procedures in accordance with applicable laws and regulations; and 8. In consideration for the settlement of all disputes between the Parties, whether in Egypt or abroad, under the Master Agreement, FT also agrees to pay OT a global settlement fee of USD 300,000,000 in consideration for OT's undertakings and obligations under the Master Agreement, the termination of the original shareholders agreement as well as execution of the Amended and Restated Shareholders Agreement (which results in the loss for OT of consolidation of MobiNil financial results) and the Settlement Agreement. There is no specific contractual breakdown of the global settlement fee among the items set forth above. However, the quantum was agreed taking into account the value of the additional portion of EBITDA that will be consolidated by France Telecom in its financial statements. Such fee shall be paid by one of the FT Entities in cash on the Closing Date and is in line with the benchmark of companies suffering a discount on their holdings in non consolidated assets. The quantum and the payment of such global settlement fee do not impact ECMS and the minority shareholders of ECMS. All the more, ECMS will benefit from the global

settlement between its main shareholders as it will enable ECMS to perform and pursue its development with the full support and commitment of France Telecom and Orascom Telecom. Moreover, the global settlement enables France Telecom to reinforce its long term investment in Egypt and to ensure a positive media environment for its investment. Orascom Telecom Algeria's (OTA) tax appeal process In November 2009 Orascom Telecom Algeria (OTA) received a notice of reassessment from the Algerian Direction des Grandes Entreprises (DGE) in respect of the tax years 2005, 2006 and 2007 (the Reassessment). In December 2009, OTA filed an administrative appeal. To appeal, OTA was required to pay 20% of alleged taxes and penalties to be owed, amounting to USD 120 million. The appeal was rejected. In March 2010, OTA paid a further 20% of the remaining balance amounting to USD 110 million (including delay penalties), to appeal to the Central Commission, which was rejected. OTA's administrative appeal in relation to the 2004 tax reassessment had also been rejected. In April, after exhausting all appeal available within internal forums at the Algerian tax authority, OTA then appealed to the Administrative Court of Algiers to request: - An injunction to immediately suspend the payment order received pursuant to the rejection of OTA's appeal to the tax administration on April 1st, 2010, and - The dismissal of the entire tax adjustment for the years 2004 through to 2007, on the

merit of the case. OTA paid the remaining balance of the principal amount of the authorities' tax reassessment claim for the years 2005-2007 equivalent to USD 597* million, excluding penalties which amount to USD 74 million from which USD 49 million were paid and USD 25 million has been suspended until final ruling of the administrative court on merits in the case filed by OTA pertaining to taxes and penalties related thereto. All amounts paid will be recoverable if OTA's case against the tax authority is successful. These payments were made without prejudice to any rights OTH or OTA may have under: (1) the tax exemptions and protections granted under an Investment Agreement dated 5 August 2001 signed by Algeria with OTH and Oratel International Inc. (now a fully owned subsidiary of OTH) acting for and on behalf of OTA; (2) the 1997 Treaty for the Mutual Promotion and Protection of Investments between Algeria and Egypt; and (3) Algerian law. In September 2010, OTH announced that OTA received a preliminary tax notification from the DGE in respect of the years 2008 and 2009, in which the DGE preliminarily reassessed taxes alleged to be owed by OTA in the amount of approximately DZD 17 billion (approximately USD230 million). In December, OTA received the Final Tax Reassessment for the aforementioned amount. In February, OTA paid the equivalent of USD 230 million to the Algerian tax authority under protest, representing the settlement in full of the 2008-2009 Tax Reassessment.

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Financial Events 2010

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OTH and OTA consider that the 2008-2009 Tax Reassessment is baseless, relying on the same arbitrary measures as the tax claims made in relation to preceding years. Accordingly, OTA is challenging the 20082009 Tax Reassessment with the tax administration and the Algiers administrative court. This appeal should have entitled OTA to defer payment of 80% of the claim, subject only to the provision of financial guarantees. However the Algerian tax authorities refused to consider any of the guarantees offered by OTA (including full cash collateral) and OTA had no choice but to pay in full in order to avoid coercive enforcement action and/or risk incurring additional penalties. Without prejudice to their rights under the Investment Agreement, applicable bilateral investment treaty and applicable laws, OTH and OTA intend to take all necessary legal steps to challenge the Reassessment.
* Based on an exchange rate of: USD 1 = DZD 73.6.

Arab Finance Brokerage Company and Arpu+ remain owned by OTH. The deal was a cash transaction based on an enterprise value of USD 130 Million. The business represented 56% and 90% of the revenue and EBITDA of OTH Internet Services respectively. VimpelCom combines with WIND TELECOM to create new global telecom group IIn October 2010, WIND TELECOM S.p.A (WIND TELECOM), the parent company of Orascom Telecom Holding S.A.E. (OTH) announced that it signed an agreement with VimpelCom Ltd. (VimpelCom) to combine the two groups creating the world's sixth largest mobile telecommunications carrier by subscribers. In March 2011, WIND TELECOM announced that the shareholders of VimpelCom Ltd. voted in their Special General Meeting in favor of the combination with WIND TELECOM. On April 15th, 2011, VimpelCom and WIND TELECOM announced the closing of the transaction that combines the two entities to create a new global telecom group. OTH sells its 50% shareholding in Tunisiana to Qatar Telecom In November 2010, Orascom Telecom Holding S.A.E. (OTH) announced that it has entered into a share purchase agreement with Qatar Telecom Q.S.C. (Qtel) by which OTH would sell its entire shareholding in Orascom Tunisia Holdings (OTuH) and Carthage Consortium (Carthage), two companies through which OTH owns 50% of Orascom Telecom Tunisie (Tunisiana). In January 2011, OTH announced that it had completed the sale of its entire shareholding in OTuH and Carthage for a total cash consideration of US$ 1.2 billion,

corresponding to an enterprise value equal to 6.7 times Tunisiana's 2009 EBITDA and generating over 40% annual return on OTH's investment in the business since 2003. Proceeds will be used to strengthen OTH's liquidity position and support the development of higher-growth businesses. OTH lenders support further financial flexibility In January 2011, Orascom Telecom Holding S.A.E. (OTH) announced that it has successfully obtained the support of its Senior Secured Lenders for relief from representations, warranties, and covenants in the credit agreements as they relate to Orascom Telecom Algeria (OTA), in order to provide the Group with greater flexibility while it assesses its alternative options relating to OTA and enabling OTH to be in a position to negotiate effectively with the Algerian government to procure the most favourable outcome relating to Algeria in order to protect its interest and that of its stakeholders. Furthermore, part of the Orascom Telecom Tunisie (Tunisiana) disposal proceeds would be applied to prepay principal maturities, eliminating debt repayment obligations until the second half of 2012. Consequently, the Group significantly strengthened its liquidity position and financial flexibility. Over 97% of the voting shares that participated in OTH's OGM/EGM approve demerger and refinancing plan On April 14th, 2011, Orascom Telecom Holding S.A.E. (OTH or the Company) announced that the Company's shareholders overwhelmingly approved all of the items on the agenda at today's Ordinary and

OTH Announces the sale of LINKdotNET and Link Egypt to Mobinil In July 2010, Orascom Telecom Holding S.A.E. (OTH or the Company) announced that it had concluded the sale of its internet services arm LINKdotNET and Link Egypt (LINK) to the Egyptian Company for Mobile Services (Mobinil). InTouch Communications S.A.E, a wholly-owned subsidiary of OTH signed a share sale and purchase agreement with Mobinil for the sale of LINK. The sale excludes the non-ISP part of Link Egypt's business and affects LINKdotNET's Egyptian operations only. The other non-connectivity business, LINK Development, LINKonLINE, Connect Ads, 09

Extraordinary General Assembly Meetings, paving the way to implement the Company's refinancing plan and the demerger of the Company into two separate entities, Orascom Telecom Holding S.A.E. and Orascom Telecom Media and Technology Holding S.A.E., in connection with the VimpelComWIND TELECOM transaction. Shareholders approved the following significant resolutions, among others: 1. the approval of a refinancing plan to refinance the Company's outstanding secured and high yield debt together with certain derivative transactions in an amount of approximately US$2.7BN. 2. an increase in OTH's authorized share capital to EGP 14BN (with the issued and paid-in capital remaining unchanged). 3. the approval of the planned demerger from OTH of Orascom Telecom Media and Technology Holding S.A.E. (OTMT), a company to be formed at the time of the demerger. OTMT will hold certain assets of OTH that are not intended to form part of the VimpelCom-WIND TELECOM group going forward, including OTH's interests in Egyptian Company for Mobile Services (ECMS), CHEO Technology Joint Venture company (koryolink) in North Korea, Orascom Telecom Ventures S.A.E. (formerly Intouch Communication Services S.A.E.), as well as other investments in the media and technology sectors, including undersea cable assets. Shareholders representing 63.44% of the Company's voting shares participated in the Ordinary General Assembly Meeting and 63.44% at the Extraordinary General Assembly Meeting. The resolutions were approved by 99.99% of the voting shares that participated in the Ordinary General Assembly Meeting and approximately 97% at the Extraordinary Assembly Meeting.

Board of Directors

Standing from left to right

Emad Farid

Executive Board Member

Iskander Shalaby

Khaled Galal Bichara

Executive Chairman

Ahmed Abou Doma

Chief Executive Officer

Non-Executive Board Member

Aldo Mareuse

Executive Board Member

Mohamed Shaker

Non-Executive Board Member

Jeffrey D. McGhie

Non-Executive Board Member

Henk van Dalen

Non-Executive Board Member

Ragy Soliman

Executive Board Member

The above reflects the latest composition of the Board of Directors as per the OGM held on May 17th, 2011.

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Board of Directors
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Khaled Galal Bichara Executive Chairman Mr. Bichara is Group President and Chief Operating Officer of VimpelCom Ltd. as well as Group Executive Chairman of Orascom Telecom Holding. Mr. Bichara played a pivotal role in the $6.6 billion merger of VimpelCom with WIND TELECOM S.p.A, to create the world's sixth telecommunications carrier Before joining VimpelCom, Mr. Bichara was the Group Chief Executive Officer of OTH S.A.E. He sits on the board of OTH since 2003. Mr. Bichara was appointed Chief Operating Officer of OTH in April 2009. He was previously COO of Wind Telecommunicazioni S.p.A. (Wind). He brought a wealth of experience in both telecommunication

and information technology with a strong management and entrepreneurial experience. Mr. Bichara headed the fixed line and portal business unit at Wind from 2005 until he was promoted to Chief Operating Officer of the company. At Wind, he played a key and instrumental role in restructuring the company's organization, which led to the successful turnaround of Wind from a continuously loss making company to one of the best performing mobile, fixed line and broadband integrated operators in Europe within a record time span of three years. Prior to joining Wind, he was the cofounder, Chairman and CEO of LINKdotNET (LDN), the largest private Internet Service Provider (ISP) in the Middle East. In 2001, following successful negotiations, Microsoft chose to partner with LDN headed by Mr. Bichara to launch MSN Arabia, the Middle East's first global portal, bringing full internet

experience of MSN to users in the region. In December 2003, Business Today Egypt chose Mr. Bichara as the Young Executive of the Year for executives under the age of 40. Mr. Bichara earned his Bachelor of Science degree from the American University in Cairo where he is a member of the Advisory Board for the Computer Science and Engineering Department. He is an active member of the Software Community in the Middle East, a founding member of the Egyptian Software Association and the Internet Society of Egypt. He is also a board member of WIND Italy and various telecom and IT companies.

Ahmed Abou Doma Chief Executive Officer Mr. Ahmed Abou Doma has been appointed as " Executive Vice President Asia & Africa Business Unit, CEO of OTH" on May 2011. Before Joining Vimpelcom, and since Jan 2009, Mr. Abou Doma was the Managing Director and Chief Executive Officer for banglalink the, OTH mobile operator in Bangladesh.

Mr. Abou Doma started his career in the field of Information Technology by joining IBM in 1993 to 1996. Between 1996 and 1998, Mr. Abou Doma led the business development team of Datum IDS launching the 3rd established ISP in Egypt at the time. In 1998, and as part for the startup team, Mr Abou Doma helped launch Mobinil. Between 1998 and 2003, Mr Abou Doma held different senior management roles in Mobinil.

From 2003 untill the end of 2008, he held the position of Marketing Director of Mobinil. Born in Cairo, Egypt, Mr. Abou Doma holds a BSc in Electronics and Communication Engineering from Cairo University (1992). He has received the Telecom Business Planning Award by the International Telecommunication Union (ITU) based in Switzerland. He also completed the International Executive Program (IEP) from INSEAD Business School in Singapore and France.

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Board of Directors
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Iskander Shalaby Non-Executive Board Member On September 1, 2008 Alex Shalaby was appointed Chairman of the Egyptian Company for Mobile Services (Mobinil) by board consensus, following his appointment as its President and CEO in 2005. This step came because of Shalaby's remarkable achievements at Mobinil over the preceding three years where the company has witnessed continued market share leadership, tripled the subscriber base from six to 19 million, doubled the revenues, and increased net profits by 30%.. Alex Shalaby was Chief Officer for Regulatory Affairs at Mobinil from 1998 to 2005 and was responsible for helping with the licensing and regulations required in setting up Mobinil as the first mobile operator in Egypt. Mobinil is partly owned by OTH and France Telecom/Orange, a balancing challenge for Shalaby to maintain the trust and confidence of the two major shareholders as well as the company's thousands of public shareholders. As former Executive Vice President of Orascom Telecom Holding

OTH and continuing to be one of its board members, Shalaby's regional experience proved invaluable as OTH expands its global footprint. Shalaby came to Mobinil from Washington, DC where he was AT&T Director for Public Affairs, serving as the company's link to lawmakers on Capitol Hill and lobbying the executive branch of the U.S. government. He helped in achieving more liberalization of the telecoms sector internationally for the emerging nations of the Middle East, Africa, Eastern Europe through the relevant multi-lateral agencies. It was during these years that he served on the boards of the American Chamber of Commerce becoming its president during the period (1991 - 1992) and the Bi-national Fulbright Commission and Seeds of Peace; he currently chairs the board of Injaz & SIFE in Egypt. As his AT&T responsibilities shifted from local to regional, with particular focus on North Africa and the Levant, between 1993 and 1995, Shalaby became Regional Director for International Public Affairs for AT&T, based in Cairo, Egypt, where he was the principal interface with key agencies within the governments in the region on matters impacting AT&T's operations.

Alex Shalaby started with the early days of data communications at AT&T, moving between posts in California and New Jersey, where he worked with Bell Labs. Shalaby then moved to become Managing Director for AT&T in Egypt, and General Manager for the Middle East and North Africa region until 1993. He held a variety of technical and managerial positions with AT&T start-ups in the Gulf (1977-1980). In 1977 he moved to Saudi Arabia to help launch the first major AT&T microwave project before moving on to Kuwait and the UAE. Once again, during this period he established and secured a solid position for AT&T in the Gulf region. In 1966, Shalaby graduated with a Bachelors of Science degree in Electrical Engineering from the University of Alexandria and started his first job with Egypt Air as a radio and radar engineer for two years. In 1969, he immigrated to the United States, where he settled in San Jose, California and started his first job with Pacific Telephone and Telegraph Company, a subsidiary of AT&T at the time. During this time, he earned a Masters of Science degree in Electrical Engineering and Computer Science from San Jose State University.

Emad Farid Executive Board Member Emad Farid is the Group Chief Strategy Officer of OTH in charge of Corporate Strategy, Strategic Planning and Innovation & Partnerships, a position he has been assuming effective November 15th,

2009. Before this position, he held the position of Group Chief Operating Officer of OTH since 2003. He is a member and/or Chairman of the Board in many of OTH's subsidiaries including Mobilink (Pakistan), koryolink (DPRK), Telecel Globe, Ring, OT Ventures and MENA cable among others. In addition, he is member of the Board of Directors of Wind Telecomunicazioni, a mobile and fixed telecommunication operator in Italy. Mr. Farid joined the Orascom

group in 1992 where he held different managerial positions. He joined OTH in 2000 and was subsequently appointed as the CEO of Syriatel (OTH's GSM subsidiary in Syria). Mr. Farid holds a Master of Science degree in Telecom Engineering from Cairo University.

Mohamed Shaker Non-Executive Board Member Born October 16th,1933 and graduate of the Faculty of Law, Cairo University in 1955. Dr. Shaker obtained a Doctorate degree in Political Science from the Graduate Institute of International Studies, University of Geneva, in 1975. He joined the Foreign Ministry in 1956 . As ambassador he served at the United Nations at New York (1984 - 1986), Vienna (1986 - 1988) and London (1988 - 1997). During his tenure in Vienna, he was a member of the Board of Governors of the International Atomic Energy Agency (IAEA). Two years before, he was the representative of the Director General of the IAEA to the United Nations (1982 - 1983).

At present, he is Chairman of the Board of a number of think tanks and academic institutions including the Egyptian Council for Foreign Affairs (a leading non governmental Think Tank), National Center for Middle East Studies and Regional Information Technology Institute. He is also a member of the Board of the Nuclear Power Plants Authority. He is Chairman of the Board of Trustees of a number of major philanthropic organizations namely; Sawiris Foundation for Social Development and Magdy Yacoub Foundation for Heart Research. He also presided over two major international conferences; the Review Conference of the Nuclear Nonproliferation Treaty (NPT) 1985 and the UN Conference on the promotion of Peaceful Uses of the Nuclear Energy in 1987. He was a member of the U.N. Secretary-General's Advisory Board on Disarmament Matters. 1993-1998 He was a member of the UN Expert

Group on Disarmament and Non-Proliferation Education (2001 - 2002). Two of Dr. Shaker's major works are The Nuclear Non-Proliferation Treaty: Origin and Implementation 1959 - 1979 (3 volumes), New York: Oceana Publications, Dobbs Ferry, 1980, which was reproduced in an electronic copy issued by both the Egyptian Council for Foreign Affairs (ECFA) and James Martin Center for Nonproliferation Studies, California in May 2010, and The Evolving International Regime of Nuclear Non-Proliferation, Leiden/Boston: Martinus Nijhoff Publishers, 2007, The Hague Academy of International Law, Recueil des Cours, Vol. 321, 2006. Two decoration were bestowed upon him by the President of Egypt:-Order of the Republic, Second Grade, 1976 and Order of Merit, First Grade, 1983.

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Board of Directors
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Aldo Mareuse Executive Board Member Aldo Mareuse is Group Chief Financial Officer of OTH and WIND TELECOM S.p.A. a position he has held since 2002. He is a member of the Board of Directors of OTA

(Algeria), ECMS (Egypt), Mobilink (Pakistan) and Wind Acquisition Holding Finance S.p.A (WAHF). From 1990 to 2002, he held various positions and locations in the Investment Banking Division of Credit Suisse First Boston CSFB. His last position within CSFB was managing director in the Investment Banking Division, telecommunications group where he was advising

telecommunication operators in M&A, equity and debt financing. He holds an Engineering degree from Ecole Centrale de Lyon (France).

Ragy Soliman Executive Board Member Mr. Soliman joined Orascom Telecom in 2003 in the position of Director - Legal Affairs. Effective October 2007, Mr. Soliman assumed the position of OTH's General Counsel at Orascom Telecom.

In his role as general counsel to OTH, Mr. Soliman has oversight and management responsibility for all legal and corporate governance matters. He also serves on a number of Executive Management Committees. Prior to his appointment in 2003, Mr. Soliman represented a broad range of international corporate and governmental clients as a Senior

Associate with Ibrachy & Dermarkar in Egypt and in other International law firms. He holds a Master's Degree in International Business Law from London University.

Jeffrey D. McGhie Non-Executive Board Member Jeffrey D. McGhie is General Counsel of VimpelCom Ltd. Mr McGhie held the position of Vice President, General Counsel of OJSC VimpelCom since June 2007, he served as Chief Legal Officer since March 2006.

Prior to joining VimpelCom, he held the position of associate in the Moscow office of Akin Gump Strauss Hauer & Feld LLP from September 2002 until December 2004, and counsel from January 2005 until March 2006. From December 1999 until August 2002, Mr. McGhie was an associate at Kirkland & Ellis in Chicago, Illinois.

Mr. McGhie graduated with a B.A.in Russian from Brigham Young University (Provo, Utah USA) in 1995 and received a J.D. magna cum laude and MBA from Indiana University (Bloomington) in 1999 (Bloomington, Indiana USA).

Henk van Dalen Non-Executive Board Member Henk van Dalen is Chief Financial Officer of VimpelCom Ltd. Mr. Van Dalen was born on 1st November 1952 in Papendrecht, the Netherlands. He studied Economy and Sociology at the Erasmus University in Rotterdam. He started his career in 1976 at Dutch chemical company Royal DSM. After several jobs in Corporate Management Development and HR he worked in a number of General Management positions at DSM. From 2000 until 2006 Mr. Van Dalen was a member of the Board

of Management and CFO of Royal DSM NV. From April 2006 until July 2010 Mr. van Dalen was Chief Financial Officer and member of the Board of Management of TNT NV. Supervisory directorships and other positions held: Member of the Supervisory Board of NIB Capital Bank Member of the Supervisory Board of Macintosh Retail Group NV Member of the Board of Advisors NEVIR (Dutch Association for Investor Relations) Member of the Board of the Nationaal Fonds 4/5 mei Member of the Board VEUO (Dutch Association of Listed Companies)

Experience: Henk van Dalen's experience includes, a.o HR in all functions including CLA and restructuring Strategy and portfolio transformation General management and leadership of divisions and business area's Large international business transactions M&A and disposals 10 years of leadership in group financial function (CFO) in listed (EuroNext AEX/NYSE) companies

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Corporate Governance Report

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OTH is committed to achieving and maintaining the highest standards of corporate governance. The Company considers effective corporate governance essential to enhancing shareholders' value and protecting stakeholders' interests. Accordingly, the Board attributes a high priority to identifying and implementing appropriate corporate governance practices to ensure transparency, accountability and effective internal controls. The Board continued to further its commitment to corporate governance through reviewing existing processes and, where appropriate, developing new ones. The Company substantially complies with the practices enunciated in the Egyptian Corporate Governance Code and will strive to comply with these and other appropriate standers and governance guidelines. The key corporate governance principles and practices are as follows: The General Assembly The General Assembly (GA) of the Company is the ultimate governing body of the Company. In summary, the (GA): Includes all the shareholders of the Company; Takes its decision by voting among shares represented in the meeting. The voting rule is: 1 share = 1 vote for all shares indifferently; Holds at least one ordinary meeting per year and may have an extra-ordinary meeting as needed; The responsibilities of the GA are based on the laws and Company Statues; It appoints the board, approves the financial results, appoints the external auditors, and approves dividends distribution. Board of Directors The Board has the responsibility to work to enhance the value of the Company in the interest of the Company and its shareholders. In summary, the Board: Is engaged in active and continuous strategic planning and approves corporate strategies, including the approval of transactions relating to acquisitions and divestments, and capital expenditure above delegated authority limits; Reviews and approves the corporate plan for the forthcoming year and following two years, including the capital expenditure and operating budget, and reviews performance against strategic objectives; Assesses business opportunities and risks on an ongoing basis and oversees the Company's control and accountability systems;

Monitors and approves the Company's financial reporting and dividend policies; Appoints and has the authority to remove the Chief Executive Officer and approves the recommendations of the Human Resources; Ratifies the appointment and has the authority to remove the Chief Financial Officer and Group General Counsel and appoints the Company Corporate Secretary; and Oversees succession planning for the Chief Executive Officer and senior management. The Chairman and the Chief Executive Officer establish meeting agendas to ensure adequate coverage of key issues during the year. In addition workshops and strategy meetings take place. Executives and other senior people regularly attend Board meetings and are also available to be contacted by Directors between meetings. The Board met seven times in 2010. Dr. Mohamed Shaker was appointed to the Board on 12th, May 2010. Mr. Onsi Sawiris retired from the Board on the same date and H.E. Ahmed Maher retired from the Board on 7th, November 2010. Composition of the Board of Directors Executive Chairman Khaled Galal Bichara Board Members Khaled Galal Bishara Ahmed Abou Doma Emad Farid Aldo Mareuse Ragy Soliman Iskander Shalaby Mohamed Shaker Henk Van Dalen Jeffrey McGhie (Executive Chairman) (Chief Executive Officer) (Executive Board Member) (Executive Board Member) (Executive Board Member) (Non-Executive Board Member) (Non-Executive Board Member) (Non-Executive Board Member) (Non-Executive Board Member)

Secretary to the Board Ragy Soliman OTH Secretary is responsible to the Board and is available to individual Directors in respect of Board procedures. The Company Secretary was appointed in July 2003. He joined the Group in March 2003. He is Secretary to most of the Board Committees.

Board Committees

The Board has established a number of committees which are the most important tools for the management and the operational integration of the Company and provides sufficient resources to enable them to undertake their duties. Executive Directors are not members of the Audit Committee, although they may be invited to attend meetings. It has recently been revised to: Monitor the implementation of strategies and the development of plans and results; Ensure the overall coordination of business actions and the management of the relative cross-over business issues; Build up the necessary operating synergies between the various functions involved in the technological, business and support processes; and Support the integrated development of the innovation processes of the Company. In particular, the Committees Board include: Executive Committee The objective of the Executive Committee is to review and, where appropriate, authorize corporate action with respect to most matters concerning the Company's interests, strategy and management of its business and subsidiaries during intervals between meetings of the Board, and generally perform such duties as may be directed by the Board from time to time. Investment Committee The objective of the Investment Committee is to assist the Board in reviewing the Company's investment policies, strategies, transactions and performance, and in overseeing the Company's capital and financial resources. The Committee has resources and authority appropriate to discharge its responsibilities, including the authority to retain experts or consultants.

Audit Committee The objective of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing (i) proposed financial plans; (ii) the financial information provided to shareholders and others; (iii) systems of internal controls which management and the Board have established; and (iv) the audit process, including both internal and external audits. The Audit Committee interacts directly with the independent auditor to ensure the independent auditor's ultimate accountability to the Board and the committee, as representatives of the shareholders, and is directly responsible for the appointment, compensation and oversight of the independent auditor. Remuneration Committee The objective of the Remuneration Committee is to ensure that the company has a formal process of considering management and directors' remuneration that is, executive directors should play no part in decisions on their own remuneration, there should be an alignment of the remuneration schemes and the performance objectives of the Company, and the remuneration schemes should attract and retain talented individuals.

Management Committee

The above Board Members classification is based on the Egyptian Corporate Governance code. The latter did not specify the criteria for independent directors that would allow the Company to benchmark against, yet in our opinion and based on internationally recognized best practices, a number of our directors would qualify as independent directors bringing to the company the highest possible standing from both a personal and professional standpoint.

Management Committee has the ultimate responsibility for directing the activity of the Company, ensuring it is well run and delivering the outcomes for which it has been set up. The management committee should provide leadership to the Company by: Setting the strategic direction to guide and direct the activities of the Company; Ensuring the effective management of the Company and its activities; and Monitoring the activities of the Company to ensure they are in keeping with the founding principles, objects and values. In particular, the Committee System of the Company includes: Operational Committee The Operational Committee is in charge of the day-to-day operations on the Operational and Holding level, This committee also serves as a bridge between the Management and the Executive Committee to make sure that all are working together for the benefit of the Company.

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Corporate Responsibility Report

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OTH pursues a socially responsible management system across its operating companies considering economic, social and environmental roles and responsibilities to provide value to all its stakeholders. Managing our Corporate Social Responsibility (CSR) program entails creating channels of stakeholder engagement and consultation, provision of guidance to all our CSR focal points in relevant areas and inclusion of EHS management. For more information, please read our annual sustainability report available on www.otelecom.com/responsibility Social Investment We are committed to developing and supporting the communities we serve through our social investment program. We have focused on a number of social investment platforms that tackle the socioeconomic needs of the countries we operate in. Orascom Telecom's social investment activities focus on four major areas: Disaster relief, improving health practices and access for medical services, investing in education and learning support programs, and improving living conditions for children. Brief descriptions of some of the group's social investment projects undertaken in different countries in 2009 are listed below. Egypt - Orascom Telecom Holding S.A.E 1 Goal Education for All In February 2010, OTH joined global mobile operators' forces in the world's largest causerelated campaign in support of universal education at the FIFA World Cup 2010. The '1Goal: Education for all' campaign was announced at the World Mobile Congress which took place in Barcelona and continued until the World Cup final in South Africa on 11th of July. The campaign, which was under the personal patronage of Her Majesty Queen Rania Al Abdullah of Jordan, is an initiative to ensure that

every child in the world has the opportunity to go to school by 2015. GSM operators who serve more than 1 billion mobile users delivered an international mobile communications campaign that combines the platform of the world's biggest sporting occasion with the world's largest medium, to harness public support for 1GOAL. The mobile campaign - coordinated by the GSMA - comprised a host of mobile communications tools, including mobile advertising, applications and messaging. These tools enabled millions of people to sign up, via a host of mobile response mechanisms, demonstrating to global leaders and the UN that universal education is a universal demand. OTH along with its subsidiaries Mobinil and Djezzy, and sister company Wind Greece have joined forces along with operators from across the mobile world and global football stars, the football world and FIFA, together with educational champions, charities and campaigners to support 1GOAL - a legacy of the FIFA Football World Cup 2010 - to give all children in the world the chance in life an education brings. Egypt- Orascom Telecom Holding Orascom Telecom sponsors the French University in Egypt to compete in SIFE World Cup Orascom Telecom Holding S.A.E proudly sponsored the SIFE Egypt team from the French University in Egypt to compete in SIFE 2010 World Cup. The French University in Egypt was named 2010 SIFE World Cup Champion for a second consecutive year. This victory is unprecedented in the more than 30 year history of this global organization, where the same university won the World Cup in two successive years. The competition took place in Anaheim,

California, October 10-12th where 39 national champion university teams representing 39 countries presented their civic engagement projects. More than 400 global business leaders to evaluated the outreach projects of the national champion teams. The teams were judged on how successful they've been at using business solutions to create economic opportunity for others. SIFE (Students In Free Enterprise) an international non-profit organization that brings together the leaders of today and tomorrow to create a better, more sustainable world through the positive power of business. Founded in 1975, SIFE has active programs on more than 1,500 college and university campuses in over 40 countries. For more information contact SIFE World Headquarters at 417-831-9505 or visit www.sife.org. Through SIFE, students around the world are discovering that doing well and doing good can be accomplished simultaneously throughout college and career. The French University in Egypt award-winning projects include helping women who lived in poverty due to social and cultural limitations achieve income by starting sustainable businesses weaving rugs and bags. The team also implemented natural and low cost method to purify contaminated water and built 6 purification unites in El Alatma village. They taught farmers how to build the purifying units and use them for the irrigation of crops. The Other top-four finalists included: Second Place: University of Nottingham Ningbo, China. Third Place: Belmont University, United States of America.

Fourth Place: Loyola College, India. Egypt - Orascom Telecom Holding Orascom Telecom Receives ISO Certifications for Environment Protection and Occupational Health & Safety Management Systems OTH has successfully been awarded the ISO 14001 certificate, by TV certification body of Germany, for adopting and successfully implementing an Environmental Management System (EMS) which provides high quality and safe mobile service which conforms to the safety regulations in each of the countries where OTH operates as well as the international telecommunication standards for ensuring maximum environmental protection for the local community. Similarly and continuing its strategy and commitment of ensuring safest work environment and eliminating occupational hazards for its employees, OTH attained the OHSAS 18001 certificate which is the most widely recognized Occupational Health & Safety Management System standard globally. The certificate demonstrates OTH's compliance with the structured management systems approach which enables it to identify hazards, and implement appropriate protective and preventive control measures to reduce the potential for occupational injuries, illnesses and fatalities. Egypt - Mobinil Mobinil Ramadan 2010 CSR campaign - Building safe & sanitary homes in Egypt's poorest villages In line with Mobinil's annual corporate social responsibility tradition to reach out for underprivileged Egyptians during the holy month of Ramadan, Mobinil launched an sms campaign to raise funds for three different projects to improve the housing and sanitary conditions in some of Egypt's poorest rural villages. Mobinil's

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Corporate Responsibility Report

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partners in this initiative were UNICEF, Habitat for Humanity and Dar El Orman. Mobinil and UNICEF collaborate to provide 2,000 households around 14,000 beneficiaries with safe water and/or sanitary facilities to help reduce child mortality rate. Mobinil and Habitat for Humanity Egypt partnered to construct/repair the houses for 150 ultra-poor families living in villages in the governorate of El Menia and Beni Sweif. The target communities were those extremely poor families living in poverty housing and below the poverty line of EGP 10/person per day. Mobinil cooperated with Dar El Orman to rehabilitate the houses of 100 poor families and provide them with basic furniture. Pakistan - Mobilink Flood Relief Efforts Mobilink led one of the largest private sector initiatives for flood relief in Pakistan and is ranked the top donor amongst the Overseas Investors Chamber of Commerce and Industries (OICCI) member companies who contributed to the relief efforts. Mobilink's total contribution to the flood relief efforts was USD 2.7 million including a donation of Rs 85 million from Orascom Telecom Holding, Mobilink employees' salary donation of Rs 6.7 million and pre-fabricated shelters equivalent to Rs 140 million. The shelters were committed to renowned international organizations and local NGOs including the World Health Organization (WHO) and Thardeep Rural Development Program (TRDP) and were used to establish Basic Health Units (BHUs) to meet the medical needs of the flood victims across Pakistan. All funds generated by Mobilink were channeled through the Mobilink Foundation and were able to reach out to more than 115,000 flood victims

in severely affected locations by the floods across Pakistan. Over, 95,000 bottles of water, 3,000 bags of flour, 5,950 packs of dry food rations, 7,865 packs of ready to eat food, 6,100 hygiene kits and 3,100 non-food items were distributed among the flood affectees. Mobilink has also supported the rehabilitation phase of flood relief whereby 60 houses were constructed nationwide. Mobilink Foundation has channeled the relentless energy and fervor of the Mobilink employees, who volunteered their time, energy and expertise in relief process - from procurement to distribution on ground. In fact the key driver in Moblink's efforts was employee volunteerism. Bangladesh - banglalink ICT Support for Underprivileged Children As part of Banglalink's commitment to promote effective and quality education in Bangladesh and as part of supporting 'Digital Bangladesh', Banglalink started to set up computer labs in 270 schools. The project aims at imparting computer literacy to students who are deprived from practicing their computer science syllabus. The computer labs are equipped with PCs, laptops, internet modems, multimedia projectors, speakers and microphones. Starting in Tungipara and Kotalipara with 20 computer labs, Banglalink has widened its project with 76 labs at Monirumpur, while 154 more schools are in the pipeline. In this regard, the Government and Banglalink also organized a launching program and an orientation for over 2,000 teachers of Monirumpur on the 23rd of December, 2010 at Monirumpur Upazila Porishad office.

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GSM Operations
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Orascom Telecom Holding serves a population of 515 million* with an average penetration of 47%

Egypt (Mobinil)

Canada (WIND Mobile) North Korea (koryolink) Algeria (OTA) Pakistan (Mobilink) Bangladesh (banglalink)

Central African Republic (Telecel Centrafrique)

Burundi (LeoTM)

Zimbabwe (Telecel Zimbabwe)

Country Algeria (OTA) Pakistan (Mobilink) Egypt (Mobinil) Bangladesh (banglalink) North Korea (koryolink)

Population 35 million 184 million 80.5 million 156 million 22.8 million

Mobile Penetration 75% 54% 92% 43% 2%

Country Canada (WIND Mobile) Central African Republic (Telecel Centrafrique) Burundi (LeoTM) Zimbabwe (Telecel Zimbabwe)

Population 34 million 4.8 million 9.9 million 11.7 million

Mobile Penetration 70% 17% 15% 49%

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Note: Sovereign Ratings shown are Moody's/S&P. Population Figures from CIA Factbook (est. December 2010). Mobile Penetration is based on December 31, 2010 subscriber figures & market share *excluding Canada and Lebanon

OTA - ALGERIA

Financial and Operational Overview:

Operational Data
December 2009 Operational Data Subscribers Market Share ARPU (US$) (3 months) ARPU (DZD) (3 months) MOU (YTD) Churn (3 months) 14,618,166 59.4% 9.9 721 248 7.1% 14,919,031 57.9% 9.6 725 278 7.3% 15,087,393 57.6% 9.7 724 280 5.7% 3.2% (1.8%) (2.3%) (0.4%) 13.0% (1.4%) September 2010 December 2010 Inc/(Dec) Dec. 2010 vs. Dec. 2009

Financial Data
December 2009 Financial Data Revenues (US$ 000) Revenues (DZN bn) EBITDA (US$ 000) EBITDA (DZN bn) EBITDA Margin Capex (US$ m) 1,867,837 135.6 1,067,241 78.10 57.1% 261 1,746,566 129.2 982,167 72.50 56.2% 90 (6.5%) (4.7%) (8.0%) (7.2%) (0.9%) (66%) December 2010 Inc/ (Dec)

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Speak kindly or refrain from talking

OTA - ALGERIA
Orascom Telecom Algeria SPA (OTA) OTA has started to rollout a range of valueadded multimedia services based on GPRS and EDGE technologies, which are designed to increase customer usage and boost loyalty. OTA is IS0 9001 and ISO 14001 certified highlighting its continuous commitment to operational excellence and customer satisfaction. Algerian Telecommunications Market Telecommunications services in Algeria are provided principally by Algrie Tlcom, As of December 31st, 2010, OTA served over 15.1 million subscribers with a market share of 58% of total mobile subscribers and its network covered 96% of the total population of Algeria. Despite having launched its GSM operation approximately three years after the launch by the incumbent, Algerian Mobile Network (AMN conducting business under the Mobilis name), OTA was able to rapidly grow into Algeria's leading and preferred telecommunications operator by far. OTA has rolled-out the largest network in the country through continuous investments. Finally, as demand is growing and local content is beginning to develop, License In July 2001 OTA was granted a license to operate a nationwide GSM telecommunications network, to provide a range of telecommunications services in Algeria, to operate its own backbone and to share or lease network infrastructure with or to its operators. The license is a 15-year dual band license expiring 2016 with automatic renewal for two subsequent the incumbent state-owned telecommunications operator, which provides fixed-line services, and by three GSM mobile operators, OTA, AMN and Wataniya Telecom Algeria. Algrie Tlcom holds a monopoly position with respect to basic fixed-line services. Services and Marketing OTA provides both basic voice and valueadded services to its corporate and retail subscribers. In addition to basic voice services, OTA provides its subscribers with a wide range of value-added services and data services such as : Voicemail, CLIP, CLIR, missed call alert, Voice SMS, Chatting services, Web SMS, Data services, MMS, e-voucher, Credit transfer, Ring Back Tone, EDGE, BlackBerry / BlackBerry connect, Wap Portal, Streaming, Directory Service, Automatic device management, Phonebook backup over GPRS, STK menus, USSD menus and all roaming services (Prepaid roaming, Ownership and Governance Following the completion of an agreement to purchase an additional 1.21% stake in Oratel in November 2006, OTH directly and indirectly owns 96.81% of OTA. Network As of December 31st, 2010, OTA's network covered approximately 96% of Algeria's population, spreading its coverage over the 48 wilayas (provinces) in the country and providing on-road coverage along major highways. The New Generation Network (NGN) equipment introduced at the end of 2006 allowed OTA to further reduce the capital expenditure and operating expense per subscriber. five-year terms as long as OTA complies with the terms of the license. Renewal is at no additional cost. OTA offers prepaid, postpaid and hybrid postpaid-prepaid services under its Djezzy and Allo brands and has become the market leader and trendsetter with the highest brand recognition and preference. As of December 31 st , 2010, prepaid subscribers represented over 95% of OTA's total subscribers' base. OTA offers its loyalty program Imtiyaz to its prepaid and postpaid subscribers allowing them to accumulate points when using their mobile phone and convert them into free airtime, handsets or other rewards and advantages. GPRS roaming...)

T R O P R L U N N A H A E

operates a GSM network in Algeria and provides a range of prepaid and postpaid products encompassing voice, data and multimedia, using the corporate brand Orascom Telecom Algrie and the dual commercial brands of Djezzy and "Allo". OTA was awarded the second GSM license in Algeria in 2001 and launched its operations in February 2002. OTA commenced its operations under the brand Djezzy and introduced a second prepaid brand Allo in August 2004.

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Mobilink - PAKISTAN

Financial and Operational Overview:

Operational Data
December 2009 Operational Data Subscribers Market Share* ARPU (US$) (3 months) ARPU (PKR) (3 months) MOU (YTD) Churn (3 months) 30,800,354 31.5% 2.9 242 198 5.2% 31,444,099 32.6% 2.7 231 202 9.3% 31,794,292 30.9% 2.9 245 206 8.2% 3.2% (0.6%) 0.0% (1.2%) 4.1% 3.0% September 2010 December 2010 Inc/(Dec) Dec. 2010 vs. Dec. 2009

Financial Data
December 2009 Financial Data Revenues (US$ 000) Revenues (PKR bn) EBITDA (US$ 000) EBITDA (PKR bn) EBITDA Margin Capex (US$ m) 1,058,448 86.8 386,653 31.70 36.5% 157 1,107,067 94.3 438,071 37.33 39.6% 143 4.6% 8.7% 13.3% 17.8% 3.0% (9%) December 2010 Inc/ (Dec)

20

* Market share, as announced by the Pakistani Regulator is based on information disclosed by the other operators which use different subscriber recognition policies.

May my homeland through me attain elegance, As the garden through flowers attains elegance

Mobilink - PAKISTAN
Pakistan Mobile Communications Limited (Mobilink or PMCL) operates the leading GSM network in Pakistan and provides a range of prepaid and postpaid voice and data telecommunication services to both individual and corporate subscribers. Mobilink launched its operations in August 1994, after it was founded in 1990 as a joint venture between Motorola and the Saif Group. Mobilink's network is the most extensive in Pakistan, reaching over 73% of the total population and 100% of the urban population as of December 31st , 2010, delivered through 8,071 cell sites and 63 switches. Mobilink enjoys the most widespread retail channel in the country, with over 420 Franchise Centers, more than 2500 customer care center touch points and over 200 thousand retailers throughout Pakistan. Mobilink served over 31 million subscribers as of December 31st, 2010, representing a market share, as calculated by the company, of approximately 39% of the total mobile subscribers in Pakistan. According to Pakistan Telecommunication Authority (PTA) latest figures closing December 2010, Mobilink's market share is 30.93% but this market share is based on information disclosed by the operators each of which use different subscriber recognition polices. The company also intends to diversify into data market and has already setup a pilot Wimax network in one city which currently is serving 35 thousand subscribers. Pakistani Telecommunication Market Telecommunication services in Pakistan are provided by Fixed Local Loop (FLL) operators, Wireless Local Loop operators, mobile operators and Long Distance and International (LDI) operators. Pakistan Telecommunication Limited (PTCL), the incumbent FLL and LDI operator enjoys the highest share among FLL and LDI operators. PTCL is 62% state-owned, 26% is held by Etisalat and the remaining 12% is with the public. PTA has issued 12 licenses to provide long distance and international services. There are currently five mobile operators in Pakistan: Mobilink, CMPak Limited (CMPak - formerly Paktel), Pakistan Telecom Mobile Limited (Ufone), a subsidiary of PTCL, Telenor Pakistan and Warid Telecom providing GSM services. WLL operators did not enjoy much penetration in the Pakistani market registering only 2.85 million subscribers till Nov 2010 as per PTA reports with PTCL, Telecard and World Call being the major operators. The year 2010 brought a number of challenges for Pakistan marked by the worst flood in history, double digit inflation, war against terrorism, and gas and electricity load shedding. Increase in price of electricity coupled with load shedding put pressure on individuals and business entities. Flood devastated telecommunication services in various areas along with the infrastructure damage and displacement of people. License Mobilink was awarded a 15-year license in July 1992 to establish, maintain and operate Cellular Mobile Telephone Public service and systems in Pakistan. The license was renewed in 2007 for a further period of 15 years. On June 26, 2006 Mobilink was granted another Azad Jammu & Kashmir (AJ&K) and Northern Areas (NAs) license also for a period of 15 years. The company also has a Long Distance and International (LDI) license which was awarded to one of its subsidiaries in 2004 and has a 20 years validity. Mobilink also acquired WLL licenses along with spectrum in 3.5 MHz band in 12 of the countrys 14 telecom regions, which enables Mobilink To provide WiMAX broadband services. These licenses are valid till 2024. Network As of December 31st, 2010, Mobilink's GSM network covers more than 10,000 cities, towns and villages and provides on-road coverage along all of the nation's major highways. In addition to voice, Mobilink also has the largest data network in the country. Services and Marketing For the telecom industry, 2010 proved to be a year full of competition among the mobile operators with aggressive offers, segmentation, retention and acquisition being the key focus areas. This year the mobile market achieved the 100 million subscriber landmark as reported by PTA. However it should be noted that the dual SIM ownership has become a major phenomenon with consumer sharing their wallet depending upon various offers. The price war going on between cellular operators greatly benefited consumers who were being offered attractive new packages and value added services. Industry offers majorly focused on Ghanta (hourly) offers, Friends and Family offers and projection of lower rates based coupled with smaller pulse. Youth segment enjoyed major attention by all operators with roll out of new packages for this specific segment. Preserving subscriber base was emphasized and was witnessed through reactivation promotions run by all operators. Mobile Number Portability saw major aggression this year with operators striving hard to increase their customer base through it. Mobilink markets its prepaid services under the brand name 'Jazz' which offers different packages to suit the need of diverse customer segments. Mobilink markets its postpaid services using the brand name 'indigo', which offers different packages and value added services for corporate and individual customers. 'indigo' brand commands a premium image in the market and is being used by several leading corporations of the country. Mobilink's broadband services are offered under the brand name of 'infinity' with WiMAX services in Karachi and DSL services across the country. Mobilink set its goal to conserve its market share, growth in revenue and decrease its operational costs. With these objectives in mind, various offers and initiatives were undertaken so that Mobilink countered competition effectively as well as passed on value to its customers. Acquisition and reactivation offers were run to increase the subscriber base. Aggressive offers were run to increase customer engagement and to counter competition. Mobilink VAS rolled out a number of industry first and innovative offers and kept the revenue on the increase. Ownership and Governance Orascom Telecom indirectly owns 100% of the share capital of Mobilink through direct stakes held by wholly owned subsidiaries of OTH.

21

Mobinil - EGYPT

Financial and Operational Overview:

Operational Data
December 2009 Operational Data Subscribers Market Share ARPU (US$) (3 months) ARPU (EGP)* (3 months) Avg MOU (YTD)* Churn (3 months)* 25,354,209 42.0% 6.5 36 173 10.8% 28,401,312 39.0% 5.4 31 171 7.2% 30,224,888 39.9% 4.9 28 167 7.3% 19.2% (2.1%) (24.6%) (20.9%) (3.2%) (3.5%) September 2010 December 2010 Inc/(Dec) Dec. 2010 vs. Dec. 2009

* ARPU, MOU & Churn expressed under OTHs definition may differ from Mobinils disclosed figures.

22

He who Likes his voice let it sound

Mobinil - EGYPT
The Egyptian Company for Mobile Services ECMS, launched in May 1998, provides a range of prepaid and postpaid voice and data telecommunications services. ECMS operates under the brand name Mobinil. Its network covers approximately 100% of the Egyptian population. Mobinil's subscriber base, at December 31, 2010, reached 30.225 million mobile customers and is well positioned for future profitable growth. Ownership and Governance Mobinil is owned by OTH, France Telecom Group and public market equity investors. Orascom Telecom and France Telecom Group have respectively 34.66% and 36.34% economic interest in ECMS. The remaining 29% shares of ECMS are publicly traded on the Egyptian Exchange. Egyptian Telecommunications Market Fixed-line services are provided exclusively by Telecom Egypt, the incumbent 80% government-owned operator, with nearly 11 million customers. Three GSM mobile operators - Mobinil, Vodafone Egypt and Etisalat - compete to serve more than 76 million mobile users, providing a variety of voice and data services. Egypt also has the largest number of internet users in the region, using both dial-up, and increasingly broadband services. After Telecom Egypt's monopoly expired at the end of 2005, there were several attempts to introduce a second fixed-line license; however, these attempts were derailed. On the other hand, each of the three mobile operators acquired an ISP arm to compete in the broadband arena. The Egyptian telecommunications market in 2010 was marked by aggressive competition mainly induced by pricing pressures. License Mobinil was granted a license in 1998 to operate a GSM mobile telecommunications network and to provide a range of telecommunications services in Egypt. The license, amended in January 2005 by the National Telecommunication Regulatory Authority (NTRA), is a 15-year dual-band license with automatic renewal for successive five-year periods, providing that Mobinil fully complies with the license requirements. Mobinil signed a 3G license agreement in October 2007, and both 2G and 3G licenses were extended till 2022. Network Mobinil constantly aims to providing its customers with top quality services by enhancing its network capacity and coverage, as well as ensuring that its network provides the most up-to-date technology. By the end of 2010, Mobinil had 10,412 sites providing 2G and 3G services. The Internet link capacity was more than doubled in light of meeting its customers' increasing demand for 3G and data usage. In addition, it ended off 2010 with 2,120 sites with HSDPA technology. Services and Marketing Mobinil embraced the highly competitive 2010 Egyptian market by providing its consumers and the enterprise market with a variety of offers and plans. Its commercial activities primarily revolved around offering its customers the best value for money, depending on their varying communication needs and budgetary constraints. 2010 was a very active year for Mobinil on the consumer market front with the creation and revamping of numerous plans for both prepaid and postpaid customers. Targeting its prepaid customers, Mobinil launched a series of tariff plans with highly attractive per minute rates in the market, such as, El Masry, Ahsan Nas, ALO Kalam Aktar and Bedoon Shoroot. Certain promotions gave prepaid customers the chance to win valuable prizes with every recharge through Mobinil scratch cards or e-recharge. Prepaid customers that run out of credit could make calls and send SMS by borrowing extra credit from Mobinil through the Salefny service. Postpaid customers were able to reap the benefits of revamped Star tariff plans with a combination of unlimited free minutes, SMS, BlackBerry service or mobile Internet, mobile broadband, and a free USB modem and data line (Star Max). Mobinil also enhanced the Star Awards program to foster loyalty and retain the high-end customer base. Another significant achievement for Mobinil in 2010 was the enhancement of Mobile Broadband activities. Data solution bundles that combined affordable and high-end laptops with Mobinil 3G USB modems and free data lines made the Internet accessible to a wider range of the Egyptian market. Data bundles and promotions were also available for iPads and Samsung Galaxy P1000 Tabs. Mobinil enhanced data packages for both prepaid & postpaid customers and introduced time based mobile broadband for the first time in Egypt. The new and revamped tariff plans gave customers more payment plan options and therefore increased the purchase of broadband products. Mobinil was also first to introduce the Unlimited Mobile Internet package. To reach mobile and broadband users, Mobinil launched MyShop, a value added service under MyMobinil, the online service portal. The new online shop offers visitors the opportunity to browse and buy any Mobinil products that are delivered to their doorsteps. Also under MyMobinil, MyServices was enhanced to allow postpaid, prepaid and corporate prepaid customers to subscribe to /unsubscribe from their available data buckets. Several value added services were introduced such as Voice SMS and ME services. ME services is an application used with medium end handsets that allows customers to browse the internet, chat, download the latest music, videos, games and latest news. On the enterprise market front, the company focused on both voice and Internet services. In collaboration with RIM, Mobinil launched the BlackBerry Enterprise Service Express (BES Express), which is a free secured software designed to access e-mail and data with a BlackBerry Smartphone. Free Video Calling service, for both local and international calls was also introduced. Moreover, Mobinil implemented reduced tariffs on roaming and international calls for all its customers. This included the EGP 1.99/minute international call offer (prepaid & postpaid customers), EGP 1 roaming receiving rate (postpaid customers) and inflight roaming with EgyptAir as well as with its OnAir Switzerland partners namely British Airways, Qatar Airways, Saudi Arabian Airlines, Royal Jordanian Airlines, Wataniya Airways Kuwait and Air Portugal (postpaid customers).

23

banglalink - BANGLADESH
Gray hairs are signs of wisdom if you hold your tongue, speak and they are but hairs, as in the young.
Rabindranath Tagore

Financial and Operational Overview:

Financial Data
December 2009 Financial Data Revenues (US$ 000) EBITDA (US$ 000) EBITDA Margin Capex (US$ m) 350,844 118,560 33.8% 122 456,984 127,686 27.9% 235 30.2% 7.7% (5.8%) 93% December 2010 Inc/ (Dec)

Operational Data
December 2009 Operational Data Subscribers Market Share* ARPU (US$) (3 months) ARPU (EGP) (3 months) Avg MOU (YTD) Churn (3 months) 13,886,913 26.8% 2.3 163 253 (0.6%) 18,107,163 27.8% 2.3 160 232 5.2% 19,327,005 28.5% 2.1 149 230 4.6% 39.2% 1.7% (10.0%) (8.7%) (9.3%) 5.2% September 2010 December 2010 Inc/(Dec) Dec. 2010 vs. Dec. 2009

* Market share, as announced by the Regulator in Bangladesh is based on information disclosed by the other operators which use different subscriber recognition policies.

24

banglalink - BANGLADESH
Orascom Telecom Bangladesh Limited (banglalink or OTB) is a GSM telecommunications operator in Bangladesh and provides a range of prepaid and postpaid voice and data telecommunications services, using the brand name banglalinkTM, and is operating in a highly competitive market having six mobile operators. Banglalink, the fourth entrant in the market, commenced its operation in February 2005. banglalink overtook Robi (then AKTel) and became the second largest mobile operator in Bangladesh within less than 3 years of operation. As of December 31 , 2010, banglalink's network covered over 97% of the total population of Bangladesh with over 19.33 million subscribers and a market share of over 28.16%. This phenomenal growth was possible mainly because of overwhelming response of subscribers to banglalink's products and services, a strong brand image, an extensive distribution network, and continuous improvement in service quality. Bangladeshi Telecommunications Market Telecommunications services in Bangladesh are provided by 5 GSM and 1 CDMA mobile operators, and 13 fixedline operators. The oldest mobile operator, Pacific Bangladesh Telecom Ltd. (Citycell), is still the only CDMA operator, in which SingTel acquired a minority interest. The five GSM operators are, in order of launch date, GrameenPhone (GP), the market leader, of which 55.8% owned by Telenor Mobile Communications AS,
st

34.2% is owned by Grameen Telecom and 10% stake is publicly held. GP is a publicly listed company listed in both the stock exchanges of Bangladesh. Axiata Bangladesh Ltd (Robi) former TM International Bangladesh Ltd (AKTEL), the third largest player is a joint venture company in which Axiata holds 70% and NTT DoCoMo holds 30% stake; banglalink, Teletalk Bangladesh Ltd. (Teletalk), the state owned mobile operator, and Airtel Bangladesh, a joint venture company in which Airtel holds 70% and Warid Telecom holds 30% stake. The Bangladesh Telecommunications Company Limited (BTCL) is the incumbent state-owned fixed-line operator that has been present from the beginning. The remaining private fixed line operators were issued licenses a few years ago. License banglalink holds a nationwide 15-year GSM license which was issued in November 1996 that is valid until 10 November 2011. Network With the help of an aggressive network roll-out since launch, banglalink's network extends all across the country and covers over 97% of the population. The primary focus in recent years has been on ensuring continuous improvement in the quality of the network while also enhancing coverage in rural areas. Services and Marketing banglalink's marketing strategy focused on targeting different consumer segments with specially designed products and services

that are tailored to the needs of these segments. banglalink's prepaid brand, banglalink desh, is perceived as the best prepaid package in the country with innovative tariff and value for money features and a very strong brand image. banglalink business, banglalink SME and Banglalink PCO caters to the needs of the business segment including the thriving SME sector where banglalink has been the pioneer in the country. In 2010, banglalink has launched a premium telecom brand ICON specifically targeting the high-end lifestyle segment of the country. banglalink provides its subscribers with a wide range of innovative value-added services including caller ring-back tone, music station, song dedication, voice portal, voice chat, voice-SMS etc to name a few. In recent years, banglalink also launched Facebook Text to update Facebook status, Timer SMS, Phone Back-up, Call Block, Friend Finder, Field Force Locator, Vehicle Tracking and call-center based information services 'Banglalink Krishi Jigyasha 7676' and 'banglalink Babsha Jigyasha 7677', which provide advisory service regarding agriculture and SME business queries respectively. 'banglalink jigyasha' services won the Asia Mobile Awards 2009 under the category Best Mobile Enterprise Application Product or Service. banglalink has already established a nationwide EDGE/GPRS network serving both postpaid and prepaid subscribers. banglalink's international roaming network comprises of 250 operators across 95 countries and EDGE/GPRS connectivity

is available to roaming customers as well. banglalink is pioneer in launching mobile financial services in Bangladesh, being the first operation in the whole of South Asia to launch international remittance over mobile. Banglalink has won award from International Association of Money Transfer Networks (IAMTN) for this first-ever service in Bangladesh. It also launched a range of other mobile financial services, such as Railway ticketing, utility bill pay, concert ticketing and domestic remittance services with Bangladesh Post Office. banglalink's customer care services are regarded as the best in the mobile industry of Bangladesh. A state-of-the art call center with highly trained agents provides round the clock service to customers. banglalink is also the pioneer in taking customer service closer to its subscribers by introducing banglalink service points in over 1,150 locations across the country, being the widest customer care network by far within telecom industry. A dedicated team of relationship managers provide exclusive services to business segment customers. Ownership and Governance OTH owns 99.9998% of the shares of banglalink. Orascom Telecom Bangladesh Limited (banglalink) was incorporated in Bangladesh under the Companies Act 1994 which is obliged to comply with the laws of land.

25

koryolink - NORTH KOREA

Even though words have no wings, they can still fly a thousand miles.

Financial and Operational Overview:

Financial Data
December 2009 Financial Data Revenues (US$ 000) * EBITDA (US$ 000)* EBITDA Margin Capex (US$ m)* 25,951 17,153 66.1% 27 66,402 57,764 87.0% 47 155.9% n.m. 20.9% 74% December 2010 Inc/ (Dec)

Operational Data
December 2009 Operational Data Subscribers Market Share ARPU (US$) (3 months)* MOU (YTD) 91,704 100.0% 24.5 239 301,199 100.0% 15.2 320 431,919 100.0% 14.6 316
n.m.

September 2010

December 2010

Inc/(Dec) Dec. 2010 vs. Dec. 2009

0% (40.4%) 32.4%

* Based on the official exchange rate between the US$ and the North Korean Won (KPW) of KPW 135 as sourced by Bloomberg.

26

koryolink - KOREA
CHEO Technology Joint Venture Co. (Koryolink) operates the first and only 3G mobile operator in the Democratic People's Republic of Korea (DPRK). Koryolink provides a range of prepaid voice and multimedia services. Koryolink launched its operations in December 2008. As of December 31st, 2010, koryolink's subscriber base reached 432 thousand and its network covered 91% of the DPRK population. By the end of 2010, Koryolink - in its second year of operation - has managed to grow it is subscribers base by over 370% over end of year 2009. This phenomenal growth is a result of the overwhelming response to Koryolink services. Contrary to initial assumptions that the mobile service will be only available to the government officials and elite, the fact is that currently mobiles are used by different segments and levels of the society. Moreover; users are increasingly dependent on the mobile service; a fact illustrated by the hype in traffic in special events and occasions. DPRK Telecommunications Market Fixed line services are provided exclusively by the Korean Post and Telecom. Corp. (KPTC). Internet services provided through KPTC also are only available for the foreigners resident in DPRK. A government owned and operated 2G mobile operator which was operational since 2002 closed down during Q4 2010. License Koryolink is issued a nationwide WCDMA license in January 2008 to provide a range of 3G telecommunications services. The license is valid for 25 years from launch date and granting exclusivity to Koryolink for the first 4 years. Network Following the success of operations in 2009, an aggressive network expansion plan was carried to extend coverage and services to various parts of DPRK in addition to the capital Pyongyang. Koryolink's network - at end of year 2010 - consists of 333 on air base stations covering the capital Pyongyang as well as 14 main cities and 72 small cities. The network coverage extends also over 22 highways. The network covers 14.8% of the territory and 91% of DPRK population. Services and Marketing During its second year of operation; Koryolink has focused on boosting subscriber growth through targeting various segments with innovative offerings, while continuously expanding sales outlets throughout all main cities in DPRK. In Q2, and in an aim to make the mobile service more affordable; Koryolink introduced a new rate plan targeting lowerend customers resulting acquiring more subscribers from areas outside Pyongyang. As a startup to its VAS launch plan, Koryolink has successfully launched the Video Call service in Q3 2010 to witness a high demand from different segments. In its efforts to maximize its reach to customers, Koryolink - in 2010 - continued to aggressively expand its sales presence across DPRK. Koryolink sales network currently consists of five sales shops in various areas Pyongyang. An indirect sales channel has also been established with Koryolink's local partner (KPTC) consisting of 13 outlets in Pyongyang and 8 sales outlets covering major cities outside the capital. Koryolink 3G network supports a variety of services - in addition to voice - such as video call, SMS, MMS, voice mail, WAP and HSPA. MMS and HSPA services will be launched in early 2011. Ownership and Governance Orascom Telecom Holding owns 75% of CHEO Technology Joint Venture Co. while the Koran Post and Telecom. Corp. (KPTC) owns the remaining 25%.

27

Company Brief: Telecel Globe, a wholly owned subsidiary of Orascom Telecom, launched its operations in February 2008. It is an international telecommunications company that manages GSM operators in small and medium sized countries in Sub-Saharan Africa with high growth potential. It currently manages four GSM networks in the Central African Republic, Burundi and Zimbabwe and plans to continue expanding its footprint by acquiring or developing other operators. Telecel Globe positions its networks as market leaders and strives to improve the quality of life of the people in the markets which it operates by increasing network coverage, improving

network quality and introducing new value added services such as data services, prepaid roaming and air time credit transfer. The portfolio of VAS on offer by its operators is being aggressively expanded as the new state-of-theart networks allow more innovative services and promotions to be implemented, increasing customer satisfaction and ARPUs. Telecel Globe has also established the Telecel Globe Foundation to serve the local communities in the countries which it operates. The Foundation regulates all the Group's CSR activities to ensure that all operators are responsible corporate citizens that give back to their communities.

28

Leo - BURUNDI
Ibigira inama bigira Imana

In 2008, Telecel Globe acquired 100% of the shares of U-COM, the leading telecommunications network in Burundi. Burundi has an emerging telephone market with a penetration rate of 20%, thus availing growth opportunities for existing operators. U-COM is currently competing against Africell, Econet, Onamob. U-COM Burundi operates GSM 900/1800, CDMA 800, and WIMAX (in Bujumbura) networks and is

the market leader with 659,589 subscribers and over 65% market share, as of December 31st, 2010. U-COM provides voice and data services to both its pre-paid and postpaid customers covering around 42% of the Burundi population. Such offerings range from basic services to value added services, such as missed call alerts, 5 numbers for friends and family, roaming, airtime credit transfer, conference call, credit balance query and call waiting.

29

Those who meet are blessed. It is about the good that comes from a meeting of two or more peoplein order to fiund solutions to the problems they face.

Telecel - CENTRAL AFRICAN REPUBLIC

Ngu ague lo oko aba

Telecel Globe acquired 100% of Telecel-RCA in July 2008. The Central African Republic's (CAR) telecommunications market had a penetration rate of 18%, as of December 31, 2009, providing substantial growth opportunities for Telecel-RCA. Current competitors in CAR are Nationlink, Orange and Moov. Telecel-RCA operates GSM 900/1800 networks and is the market leader with 303,142 subscribers and over 18% market share, as of December 31, 2010.

Telecel-RCA provides voice services to both its pre-paid and postpaid customers covering around 50% of the country population. Such services range from basic to value added ones, such as call waiting/holding, call forward, CLIP/CLIR, friends and family (CUG) postpaid and prepaid, location based tariffs, SMS, SMS international, USSD balance enquiry, voicemail, credit alert, credit transfer and bulk SMS.

30

To better advance in life we must follow the advice of our wise

Telecel - ZIMBABWE
"Muromo kapako kanozvidzivirira"

Telecel was established in 1995 and began operating a GSM mobile network in 1998. As of December 31, 2010, the mobile penetration rate in the country stood at approximately 51% and Telecel Zimbabwe had approximately 592,160 subscribers through its GSM network, equivalent to an 22% market share. Telecel's network covered over 68% of the population in Zimbabwe. Telecel Zimbabwe from was our

consolidated financial statements in December 31st, 2003 as a result of provisions under IAS relating to hyperinflationary accounting. Telecel Globe signed a management agreement with Telecel Zimbabwe in July 2009, retroactive to January 1st, 2009. Pursuant to that agreement, Telecel Globe has assumed operational management of Telecel Zimbabwe.

deconsolidated

31

The mouth is like a cave and only the wise and talented speakers can use their gift of speech to defend themselves from their accusers.

WIND Mobile - CANADA

I am a Canadian, free to speak without fear, free to worship in my own way, free to stand for what I think right, free to oppose what I believe wrong, or free to choose those who shall govern my country. This heritage of freedom I pledge to uphold for myself and all mankind. John Diefenbaker

Globalive Wireless Management Corp. (Company or GWMC), operating its wireless business under the brand name WIND Mobile, celebrated its first anniversary in the Canadian market in December 2010 with 232,641 active subscribers. WIND Mobile has expanded its advanced fully enabled HSPA network coverage to include five of the top six population centers in Canada and their peripheries with slightly over 11M population covered, with National Roaming supplementing national coverage for its customers. WIND Mobile reinforced its position as the first real, country-wide alternative in the Canadian market that was marked by an oligopoly of three players for more than a decade. WIND Mobile continued offering simple, featurerich service plans and seasonal promotions as the pioneer for the unlimited tariff structure in the Canadian market and a wide range of voice and data services starting as low as US$15 a month with global standards and true value for Canadians, featuring no charges for incoming text or incoming long distance, no system access fees and no contracts, along with the unique payment agnostic concept where plan offerings are identical for both post-paid and prepaid segments. As a market leader in its product range, WIND Mobile continued its unlimited province-wide calling and unlimited nation-wide calling plans with specific holiday promotions and these plans were well accepted across customer segments increasing WIND Mobile's active subscriber base by 66% in Q4 2010. WIND Mobile introduced the TAB in November by which qualifying customers received a handset subsidy of up to US$150 at time of activation, then apply a portion of their monthly service bill towards partially or entirely repaying the device cost. WIND Mobile has broadened its handset lineup throughout 2010 to end fourth quarter with 14 distinct devices ranging from high-end Blackberries and Android devices to entry-level phones.

WIND Mobile's distribution network has been considerably extended throughout 2010 reaching a total of 440 points of sale by year end including 130 WIND Mobile branded locations. The diversity of WIND Mobile's distribution network serves customers across all market segments. WIND Mobile's distribution network comprises a mix of corporate stores, strategic alliances (store within a store in Blockbuster), exclusive dealers, and third party retailers. In January 2010, the Company was named as a respondent in an application by Public Mobile Inc. to the Federal Court of Canada for an order overturning the December 2009 Cabinet order which permitted GWMC to launch its wireless operations. In that December 2009 order, the Cabinet had determined that the Company met the requirements of Canada's ownership and control rules and was, therefore, eligible to commence operations. On February 4th, 2011, the Federal Court issued its decision. The court ruled that the Cabinet order contained two errors and should be quashed. On June 8th, 2011, the Federal Court of Appeal overturned the previous Federal Court of Canada decision that overturned the Cabinet order which permitted GWMC to launch its wireless operations. This was a very clear victory for WIND Mobile and all wireless consumers in Canada.

Operational Data
September 2010 Operational Data Subscribers ARPU (US$) (3 months) ARPU (CAD) (3 months) 139,681 232,641 30 29
n.m. n.m. n.m.

December 2010

Inc/(Dec) Dec. 2010 vs. Dec. 2009

32

2010 Financial Review

CONTENT:
Board Report Financial Statements (IFRS/US$) Financial Statements (EAS/EGP)

34 Orascom Telecom Holding Board Report Highlights

On 4 January 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium through which OTH owned 50% of Orascom Telecom Tunisia (OTT). As a result the proportionate consolidation of OTT during Q4 is no longer applicable under IFRS as it renders the entity an investment held for sale, and consequently a discontinued operation under IFRS rules. Figures for 2009 and 9M 2010 have been restated to reflect the accounting treatment of OTT. Total subscribers exceeded 101 million, an increase of 16% over the same period last year. Net Income before minority interest showed a sharp increase of 106% compared to the same period last year, reaching US$ 781 million1 for the period ending December 31st, 2010, mainly due to the gain recognized on the Mobinil transaction by comparing the carrying amount of the investments in Mobinil and ECMS to the relevant fair value, taking into consideration the net proceeds from the transaction for the global settlement fee amounting to US$300 million. Revenues reached US$ 3,825 million1, increasing by 2% over the previous year as a result of strong growth in all GSM operations, with the exception of Algeria. The persistence of an adverse operating environment in Algeria, which was further affected by the hindrance of promotions, caused a 6.5% decrease in OTAs YoY revenues. Revenues of Mobilink and banglalink had a positive impact on GSM revenue growth for the year ending December 31st, 2010. Revenues of Mobilink were impacted YoY due to currency devaluation: revenues for Mobilink were up 9% in local currency vs. a 5% increase in US$. banglalinks revenues grew by 30% compared to the same period last year. Consolidated Revenue in Q4 2010 remained stable compared to Q3 2010. EBITDA reached US$ 1,584 million1, an increase of 4% compared to the same period last year. The solid performance across all the GSM subsidiaries was negatively impacted by the 8% decrease in Djezzys EBITDA as a result of the ongoing crisis situation in Algeria. EBITDA in Q4 2010 increased by over 1% compared to Q3 2010. Group EBITDA margin stood at 41.4%, an increase of 1% compared to the year 2009. EBITDA margins for the major subsidiaries were: Djezzy 56.2%, Mobilink 39.6% banglalink 27.9%, and koryolink 87%. Earnings per GDR reached US$ 0.73/GDR (based on a weighted average for the outstanding GDRs of 1,015 million over 12M 2010)2. Net Debt as of December 31, 2010 stood at US$ 4,009 million with a Net Debt/EBITDA of 2.5x. Pro-forma for the receipt of proceeds from the disposal of Tunisiana, Net Debt/EBITDA is approximately 1.9x.
1. US$ financial figures in the Income Statement & Balance Sheet are according to the International Financial Reporting Standards (IFRS). 2. The weighted average for the outstanding GDRs was 1,015,240,054 as of December 31st, 2010.

ARPU
Strong subscriber growth had a dilutive impact on ARPU in most operations compared to Q4 2009. In Algeria, ARPU remained stable in local currency terms. Djezzy shows resilience despite the impact of the new interconnection catalogue of July 2009, which was further modified in July 2010, resulting in lower incoming ARPU. Moreover, the stagnant no-promotion conditions imposed upon the Algerian operator have had a negative impact on pre-paid ARPU. Mobinil experienced heavy ARPU dilution of nearly 25% compared to Q4 2009 due to highly competitive pressures significantly reducing tariffs, all the while still maintaining strong growth of its customer base. Table 2: Blended Average Revenue Per User (ARPU)1 Subsidiary Djezzy (Algeria) Mobilink (Pakistan) Mobinil (Egypt)2 banglalink (Bangladesh) koryolink (DPRK) Wind Canada (Canada) Alfa (Lebanon) Global ARPU (YTD)3 Global ARPU (3 months) 31 Dec. 2009 US$ (3 months) 30 Sept. 2010 US$ (3 months) 31 Dec. 2010 US$ (3 months) Inc/(dec) Dec. 2010 vs. Dec. 2009 9.7 2.9 4.9 2.1 14.6 30.0 38.3 4.5 4.5 (2.3%) 0.0% (24.6%) (10.0%) (40.5%) (4.3%) (4.3%) (14.7%) (12.2%) In Bangladesh and North Korea, the significant growth in subscribers YoY led to ARPU dilution. In Pakistan, Mobillinks ARPU displayed stability in US$ terms, while increasing slightly over 1% in local currency terms compared to Q4 2009. This was mainly due to subscriber growth, targeted acquisition of high value customers, increased traffic and increased VAS. The increase in Alfas subscriber base had a dilutive impact on ARPU in comparison to the same period last year.

Operational Performance
Subscribers

9.9 2.9 6.5 2.3 24.5 40.0 5.3 5.1

9.6 2.7 5.4 2.3 15.2 43.9 5.3 4.6

Throughout the year 2010, Orascom Telecom succeeded in surpassing the 100 million subscriber mark reaching over 101 million customers, showing an increase of nearly 16% over the same period last year. For comparative purposes, subscriber base for YE 2009 and Q3 2010 have been adjusted to reflect the sale of Tunisiana. In Bangladesh aggressive acquisition and strong customer retention led to a 39% YoY increase in banglalinks subscriber base. Our Pakistani operation showed over 3% growth in subscribers compared to the year end of 2009 as a result of aggressive acquisition promotions countering a dip in subscriber figures experienced in the previous quarter due to damages incurred during the massive country-wide floods. Table 1: Total Subscribers Subsidiary Djezzy (Algeria) Mobilink (Pakistan) banglalink (Bangladesh) Telecel Globe koryolink (DPRK) Alfa (Lebanon) Total Operations accounted for under the equity method Mobinil (Egypt) Wind Canada (Canada) Total Grand Total1
1.

Djezzy subscribers increased by 3% compared to the year end of 2009. The growth in customer base was achieved despite the various obstacles encountered throughout the year relating to banning Djezzy promotions, advertising on government owned TV channels, as well as the inability to import SIM cards. Telecel Globes significant subscriber growth of 78% during 2010 contributed to Orascom Telecoms 101 million strong customer base. Similarly, koryolinks subscriber figures have witnessed a sharp increase YoY, reaching over 400,000 subscribers compared to just over 90,000 subscribers at year end 2009. WIND Mobile Canada added nearly 100,000 new customers this quarter in comparison to Q3 2010 consequently showing a 67% increase. Under the management contract of Alfa, customer base has witnessed a 26% increase over the previous year, maintaining steady growth well above the 1 million subscriber mark. Inc/(dec) Dec. 2010 vs. Dec. 2009 3.2% 3.2% 39.2% 77.8% n.m. 25.7% 14.3% Inc/(dec) Dec. 2010 vs. Dec. 2009 19.2% n.a. 20.1% 16.0%

Table 3: Blended Average Revenue Per User (ARPU) (Local Currency) Subsidiary (Djezzy (Algeria) (DZD (Mobilink (Pakistan) (PKR
1. 2. 3.

31 Dec. 2009 (3 months) 721.4 241.7

30 Sept. 2010 (3 months) 724.5 231.0

31 Dec. 2010 (3 months) 724.1 244.6

Inc/(dec) Dec. 2010 vs. Dec. 2009 0.4% 1.2%

After excluding Tunisiana subscribers in December 2009 and September 2010. ARPU expressed under OTHs definition may differ from Mobinils disclosed ARPU. Please see Appendix for definition. Global ARPU is calculated on a year to date basis, taking into account the weighted average subscribers for calculation.

31 Dec. 2009 14,618,166 30,800,354 13,886,913 1,823,000 91,704 1,067,552 62,287,689 31 Dec. 2009 25,354,209 25,354,209 87,641,898

30 Sept. 2010 14,919,031 31,444,099 18,107,163 2,952,530 301,199 1,253,163 68,977,185 30 Sept. 2010 28,401,312 139,681 28,540,993 97,518,178

31 Dec. 2010 15,087,393 31,794,292 19,327,005 3,242,000 431,919 1,342,385 71,224,994 31 Dec. 2010 30,224,888 232,641 30,457,529 101,682,523

After excluding Tunisiana subscribers in December 2009 and September 2010.

35

Market Share & Competition At the end of 2010, Orascom Telecoms operations maintained their market leading positions, except for banglalink which remains at a secured second position in the Bangladeshi market. Djezzy was able to maintain its market leadership, capturing nearly 58% of the market in Algeria and showing stability compared to Q3 2010, despite the ongoing challenges the operation continues to face. In Egypt, Mobinil held its market share and showed slight improvement over the previous quarter, closing in on almost 40% of market Table 4: Market Share & Competition Country Algeria Egypt
1.

Financial Review
share in the face of a highly aggressive competitive environment. The strong subscriber growth trend in Bangladesh led banglalinks share of the market to edge beyond 28%. Mobilinks market share illustrated a minor decline as a result of subscriber clean-up and increased MNP activity. Mobilinks market share of active subscribers as measured internally on traffic patterns stood at 39% as of December 31, 2010.

Revenues
Total Consolidated Revenues increased 2% in comparison to the previous year, with GSM revenues up 3% YoY. Despite the overall increase during the period, GSM revenue growth was negatively impacted by the 6.5% decline in Djezzys revenues for the year ended December 31st, 2010. The adverse conditions in Algeria still persist; the hindrance of promotions in conjunction with the drop in incoming tariffs from the newly implemented catalogues adjusted in July 2010, have had a negative impact on the operations revenues. Although the SIM card shortage has now been contained, it impacted the YoY decline in revenues. The revenues of Mobilink for the full year of 2010 showed a 5% increase compared to the same period last year. It is worth considering the impact of currency devaluation, as the YoY increase in Mobilinks revenues in local currency terms amounted to 9%. The significant growth in the Pakistani operation can be attributed to an Table 6: Consolidated Revenues1 Subsidiary GSM Djezzy (Algeria) Mobilink (Pakistan) banglalink (Bangladesh) Telecel Globe (Africa) koryolink (North Korea) Total GSM Telecom Services Ring Other3 Total Telecom Services Internet Services Total Consolidated
1. 2. 3.

increase in subscriber base, as well as highly effective promotional activities throughout 2010. The strong subscriber uptake of banglalink, as well as the penetration of new market segments, resulted in a 30% YoY increase of revenues. Similarly, the increase of koryolink subscribers had a positive impact on the operations revenue growth for the year 2010 compared to the same period last year. Telecel Globe revenues increased by 25% YoY as a result of subscriber acquisition and focused market penetration. In Q4 2010 the decline in tariff prices in Burundi, CAR and Zimbabwe, led to an overall decline in revenues. The 36% YoY increase in Other Telecom Services is attributed to growth of subscribers of OT Lebanon (Alfa Management Contract).

Brand name Djezzy

Pakistan1
1

Mobilink banglalink Mobinil

32.6% 27.8%

57.9%

Market Share (%) 30 Sept 31 Dec. 2010 2010 30.9% 28.5% 57.6%

Market Position 1 1

Names of additional network operations AMN, Qtel

Bangladesh

39.0%

39.9%

1 2

U-Fone, Paktel, Telenor, Al Warid

Garmeen, Aktel, Citycell, BTTB, Airtel

Vodafone, Etisalat

Market share, as announced by the national Regulator is based on information disclosed by the other operators which use different subscriber recognition policies.

CAPEX
Total consolidated capital expenditures for the twelve months of 2010 declined by 13% compared to the previous year. In Algeria, the blocking of imports of equipment and spare parts remained in place throughout Q4 2010, resulting in a 66% decline in CAPEX compared to the same period last year. Mobilinks CAPEX for the twelve months of 2010 showed a YoY decline of 9% as a result of rollout delays caused by the country-wide floods in Q3 2010. The strong and steady growth of banglalink subscribers, and consequently traffic, is reflected in increased investments in network capacity. A CAPEX increase of 93% was recorded for banglalink in comparison to the previous year. The 13% decrease in Other CAPEX compared to the twelve months of 2009 is related to investments of Telecel Globe, koryolink and our submarine cables.

Represented 31 Dec. 2009 US$ (000) 1,867,837 1,058,448 350,884 81,384 25,951 3,384,503 206,474 79,906 286,380 88,881 3,759,764

31 Dec. 2010 US$ (000)2 1,746,566 1,107,067 456,984 101,830 66,402 3,478,848 152,278 108,350 260,628 86,058 3,825,534

Inc/ (dec) (6.5%) 4.6% 30.2% 25.1% 155.9% 2.8% (26.2%) 35.6% (9.0%) (3.2%) 1.7%

Represented Q3 - 2010 (3 months) US$ (000) 444,597 266,705 120,576 28,040 18,445 878,363 38,895 28,695 67,590 29,061 975,014

Q4 - 2010 (3 months) US$ (000) 452,915 280,869 122,284 25,007 24,757 905,833 37,506 27,912 65,419 8,780 980,031

Inc/ (dec) 1.9% 5.3% 1.4% (10.8%) 34.2% 3.1% (3.6%) (2.7%) (3.2%) (69.8%) 0.5%

Table 5: Capital Expenditure of OTH Subsidiaries for the twelve months to December 31st1 Country Algeria Pakistan Service name Mobilink Djezzy Total US$ million 2009 Total US$ million 2010 (Inc/(dec 143 90 (66%) (9%) 93%

261 122 157 221

Other2 Total

Bangladesh

banglalink

235

Consolidated Capex/Sales
1. 2.

Total Consolidated

20.2%

761

761

17.3%

660

660

192

(13%) (3%)

(13%)

(13%)

On 4 January 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium through which OTH owned 50% of Orascom Telecom Tunisia (OTT). As a result the proportionate consolidation of OTT during Q4 is no longer applicable under IFRS as it renders the entity an investment held for sale, and consequently a discontinued operation under IFRS rules. Figures for 2009 and 9M 2010 have been restated to reflect the accounting treatment of OTT. On July 13, 2010, the amended and restated shareholders and settlement agreements concluded with France Telecom entered into force. Consequently, starting Q3 2010, Mobinil is reflected through the equity method. Mobinils financial figures for 2009 and H1 2010 are represented as a discontinued operation under IFRS. Other Telecom Services Companies include C.A.T., OT Lebanon and TWA in 2009 and OT Lebanon, Mena Cable and TWA in 2010.

Based on 100% ownership of all subsidiaries. Other companies include CHEO, Linkdotnet, MedCable, Mena-Cable, OT Holding, Ring and Telecel Globe in 2009 and CHEO, Linkdotnet, Mena-Cable, OT Holding, Ring and Telecel Globe in 2010.

36

Total GSM Revenues 3,384

81 351 26

EBITDA
3% 3,479
66 102 457

Consolidated EBITDA increased by 4% compared to the same period last year. While GSM EBITDA grew by 2.5% YoY, it was adversely impacted by the crisis conditions facing the Algerian unit. Djezzys EBITDA declined 8% compared to the previous year as a result of the previously mentioned decrease in revenues.
Total GSM Koryolink (North Korea) Telecel Globe (Africa) banglalink (Bangladesh) Mobilink (Pakistan) Djezzy (Algeria)

The high growth of banglalinks subscribers and revenues corresponded to an increase in EBITDA for the year of 8% in comparison to the full year of 2009. Both Telecel Globe and Koryolink showed tremendous increases in their EBITDA compared to the previous year as a result of subscriber and revenue growth complimented by OPEX savings. The increase in Telecom Services is mainly attributed to OT Lebanon (Alfa Management contract).

1,058 1,868

1,107 1,747

In Pakistan, the EBITDA of Mobilink grew 13% YoY in US$ terms, while EBITDA in local currency terms showed an increase of 18% compared to the same period last year. The increase is a result of higher revenues coupled with lower absorption of activation taxes, which were reduced from Rs 500/SIM to Rs 250/SIM in July 2009. Table 8: Consolidated EBITDA1,2 Subsidiary GSM Djezzy (Algeria) Mobilink (Pakistan) banglalink (Bangladesh) Telecel Globe (Africa) koryolink (North Korea) Total GSM Telecom Services Ring Other4 Total Telecom Services Internet Services OT Holding & Other5 Total Consolidated
1. 2.

31 Dec, 2009 US$ (million)

31 Dec, 2010 US$ (million)

Consolidated revenues for the fourth quarter of 2010 remained stable in comparison to Q3 2010, while GSM revenues increased by 3% QoQ. The revenues of Djezzy witnessed a 2% increase compared to Q3 2010 due to local currency appreciation against the US$. In local currency terms, revenues were stable resulting from the mitigation of the harsh operating conditions from SIM shortage, which was contained towards Q4 2010, to no promotions since the previous quarter. In Pakistan, Q4 2010 revenues grew by 5% in comparison to the previous quarter. The increase in traffic stimulated by promotions spanning discounted tariffs, SMS bundles and VAS contributed to the quarterly revenues growth. banglalinks revenues for Q4 2010 indicated an increase of over Table 7: Proforma Consolidated Revenues (Local Currency)1 Subsidiary GSM Djezzy (Algeria) (DZD bn) Mobilink (Pakistan) (PKR bn)
1. Un-audited Figures.

1.4% compared to the previous quarter as competitive pressures intensify and lower end market segments are penetrated. In North Korea, revenue growth reached 34% QoQ attributable to the high additions made to its subscriber base. Telecel Globe saw an 11% decrease in revenues for Q4 2010 in comparison to Q3 2010 due to the impact of price wars in the Burundi market. The QoQ decrease of 70% in Internet Services revenues is attributed to the disposal of LINKdotNET and LINK Egypt in Q3 2010.

Represented 31 Dec. 2009 US$ (000) 1,067,241 386,653 118,560 (435) 17,153 1,589,172 (8,317) (3,184) (11,501) 9,557 (68,693) 1,518,535

31 Dec. 2010 US$ (000)3 982,167 438,071 127,686 23,505 57,764 1,629,193 (6,885) 21,905 15,020 11,914 (71,843) 1,584,283

Inc/ (dec) (8.0%) 13.3% 7.7% .n.m .n.m 2.5% 17.2% .n.m .n.m 24.7% (4.6%) 4.3%

Represented Q3 - 2010 (3 months) US$ (000) 265,548 105,431 23,340 7,565 7,475 409,360 (3,298) 4,339 1,040 3,431 (18,625) 395,207

Q4 - 2010 (3 months) US$ (000) 241,357 111,223 30,772 6,643 31,611 421,605 (6,885) 2,465 (4,421) 2,293 (19,518) 399,959

Inc/ (dec) (9.1%) 5.5% 31.8% (12.2%) .n.m 3.0% (108.8%) (43.2%) .n.m (33.2%) (4.8%) 1.2%

31 Dec. 2009

31 Dec. 2010

Inc/ (dec)

Q3 - 2010 (3 months)

Q4 - 2010 (3 months)

Inc/ (dec)

135.6 86.8

129.2 94.3

(4.7%) 8.7%

33.0 22.5

32.8 23.9

(0.5%) 6.4%

3. 4. 5.

EBITDA excludes management fees which were previously treated as a cost in each subsidiary and as a revenue for the Holding. On 4 January 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium through which OTH owned 50% of Orascom Telecom Tunisia (OTT). As a result the proportionate consolidation of OTT during Q4 is no longer applicable under IFRS as it renders the entity an investment held for sale, and consequently a discontinued operation under IFRS rules. Figures for 2009 and 9M 2010 have been restated to reflect the accounting treatment of OTT. On July 13, 2010, the amended and restated shareholders and settlement agreements concluded with France Telecom entered into force. Consequently, starting Q3 2010, Mobinil is reflected through the equity method. Mobinils financial figures for 2009 and H1 2010 are represented as a discontinued operation under IFRS. Other Telecom Services Companies include: C.A.T., MedCable, Mena Cable, OT Lebanon, TWA, and OTWIMAX in 2009 and 2010. Other non operating companies include: OTH, OTV, OIIH, OTI Malta, Cortex, Eurasia, FPPL, IWCPL, Moga, Oratel, OT Finance, Swyer, OT Holding Canada, OT Asia, Oscar, OT ESOP, OT Services Europe, TMGL, Pioneers, OT Wireless Europe for 2009, in addition to TIL and TILSA in 2010.

37

Total GSM EBITDA

EBITDA MARGIN The EBITDA margin for the group stood at 41.4% representing a 1% increase over the same period last year. 1,589
17 119 4

2.5%

1,629
58 23

128

Djezzys margin declined by only 1% compared to year end of 2009 as a result of efficient cost management in order to mitigate the impact of the prevailing challenges the unit is facing with regards to its operating environment and imposed restrictions. The EBITDA margin of Mobilink grew by 3% YoY thanks to high
Total GSM Koryolink (North Korea) Telecel Globe (Africa) banglalink (Bangladesh) Mobilink (Pakistan) Djezzy (Algeria)

revenue generation coupled with cost control. In Bangladesh, the decrease of 6% in banglalinks EBITDA margin in comparison to last year came as a consequence of higher cost due to strong net additions to the network, as well as the impact of SIM tax subsidies borne by the operators in the market. Both Telecel Globe and koryolink showed significant increases in their EBITDA margins, growing 24% and 21% respectively. The increase in koryolink is attributable to higher revenues, while Telecel Globe has also implemented cost control measures.

387

438

Table 10: Consolidated EBITDA Margin Subsidiary GSM Djezzy (Algeria) Mobilink (Pakistan) banglalink (Bangladesh) Telecel Globe (Africa) koryolink (North Korea) Total GSM Total Telecom Services Internet Services EBITDA Margin Represented 31 Dec. 2009 57.1% 36.5% 33.8% (0.5%) 66.1% 47.0% (4.0%) 10.8% 40.4% 31 Dec. 2010 56.2% 39.6% 27.9% 23.1% 87.0% 46.8% 5.8% 13.8% 41.4% Change (0.9%) 3.0% (5.8%) 23.6% 20.9% (0.1%) 9.8% 3.1% 1.0% RepresentedQ3 - 2010 (3 months) 59.7% 39.5% 19.4% 27.0% 40.5% 46.6% 1.5% 11.8% 40.5% Q4 - 2010 (3 months) 53.3% 39.6% 25.2% 26.6% 127.7% 46.5% (6.8%) 26.1% 40.8% Change (6.4%) 0.1% 5.8% (0.4%) 87.2% (0.1%) (8.3%) 14.3% 0.3%

1,067

982

31 Dec, 2009 US$ (million)

31 Dec, 2010 US$ (million)

Consolidated EBITDA increased by 1.2% compared to the previous quarter, with GSM EBITDA illustrating a 3 % increase YoY due to the adverse impact of a 9% decrease in Djezzys EBITDA despite an increase among all other operations. In Algeria, EBITDA declined 9% QoQ, mainly a result of the decrease in revenues as well as the application of a new tax on recharge cards, further accompanied by a decrease in OPEX arising from marketing, technical maintenance, leased lines and bad debt. Mobilinks high revenues translated to a 5.5% growth in EBITDA compared to the previous quarter. The EBITDA of banglalink showed an increase of 32% compared Table 9: Proforma Consolidated EBITDA (Local Currency)1 Subsidiary GSM Djezzy (Algeria) (DZD bn)
1. Un-audited Figures.

to Q3 2010 which is attributable to the high customer base growth and increasing revenues. Telecel Globe witnessed higher interconnect costs as well as intensified competition in its operations leading to a decrease of 12% in its EBITDA in comparison to the last quarter. The EBITDA of Internet Services compared to Q3 2010 showed a decline of 33%, mainly due to the disposal of LINKdotNET and LINK Egypt. The 43% decrease of Other Telecom Services is due to insurance costs relating to the cable business, as well as lower quarterly revenues from OT Lebanon as a result of ARPU dilution and increased subscriber costs.

31 Dec. 2009 78.1

31 Dec. 2010 72.5

Inc/ (dec) (7.2%)

Q3 - 2010 (3 months) 19.6 9.5

Q4 - 2010 (3 months) 17.3 9.4

Inc/ (dec) (11.7%) (0.7%)

Mobilink (Pakistan) (PKR bn)

31.7

37.3

17.8%

38

Foreign Exchange Rates

Table 11: Foreign Exchange Rates used in the Income Statement & Balance Sheet Currency Egyptian Pound/USD Income Statement1 Balance Sheet2 Algerian Dinar/USD Income Statement1 Balance Sheet2 Pakistan Rupee/USD Income Statement1 Balance Sheet2 Bangladeshi Taka/USD Income Statement1 Balance Sheet2 Canadian Dollar/USD Income Statement1 Balance Sheet2 Dec. 09 5.5801 5.5090 72.5825 72.7309 81.9791 84.2333 69.4675 69.6500 1.1210 1.0386 Sept. 10 5.6221 5.7050 74.5171 74.7419 85.1752 86.3333 69.7500 70.1000 0.9736 0.9801 Dec. 10 5.6359 5.8057 73.9910 74.2862 85.6721 85.1836 69.6256 70.5983 1.0297 0.9970 % Chg 3 Dec. 10 vs Dec. 09 1.0 5.1 1.9 2.1 4.3 1.1 0.2 1.3 (8.9) (4.2) % Chg 3 Dec. 10 vs Sept. 10 0.2 1.7 (0.7) (0.6) 0.6 (1.3) (0.2) 0.7 5.4 1.7

Net Income
Net Income before minority interest for the year end of 2010 stood at US$ 781 million. Net income attributable to equity holders for the year 2010 was positive for US$ 743 million. Effective July 13, 2010 and as per the amended and restated shareholders and settlement agreements concluded with France Telecom, OTH measured its investments in Mobinil and ECMS at fair value according to IAS 31 Interests in Joint Ventures and subsequently accounted for them using the equity method. OTH recognized a gain of US$ 822 million on the transaction by comparing the carrying amount of the investments in Mobinil and ECMS to the relevant fair value, taking into consideration the net proceeds from the transaction for the global settlement fee amounting to US$300 million. This recorded gain was partially offset by several factors. Firstly, as per statutory requirements, OTHs primary accounts are held in Egyptian Pounds, consequently the appreciation of the US$ against Table 12: Income Statement in IFRS/US$ Represented 31 Dec. 2009 US$ (000) Revenues 3,759,764 Other Income 34,887 Total Expense (2,263,239) Net unusual Items (12,877) 1,518,535 EBITDA1 Depreciation & Amortization (760,739) Impairment of Non Current Assets (38,297) Gain (Loss) on Disposal of Non Current Assets 42,2373 Net unusual Items (15,117) Operating Income 746,620 Financial Expense (439,772) Financial Income 87,1726 Foreign Exchange Gain (Loss) 24,753 Net Financing Cost (327,847) Share of Profit (Loss) of Associates (47,129)8 Impairment of Financial Assets Profit Before Tax 371,644 Income Tax (266,073) Profit from Continuing Operations 105,571 273,057 Gains or losses from discontinued operations11 Profit for the Period 378,628 Attributable to: 317,290 Equity Holders of the Parent12 0.36 Earnings Per Share (US$/GDR)13 Minority Interest 61,338 Net Income 378,628 the Egyptian Pound from 5.5090 to 5.8057 over the course of the year had a significant effect on the mark to market value of the US$ denominated debt at OTH of approximately US$ 3.5 billion. Secondly, the impairment of both tangible and intangible assets relating to Telecel Globes subsidiary in Namibia caused a further decline to the impairment of non-current assets in Q4 2010. This led to the impairment of related deferred taxes, which adversely affected income tax. Furthermore, the impairment of MedCable in Algeria, caused by the disallowing of the cables use for domestic and international calls by OTA, also impacted the bottom line. Finally, the net income for the period also encompassed start up losses from our Canadian operations. EPS in the 12 months ended December 31, 2010 stood at US$ 0.73/GDR.

123-

Represents the average monthly exchange rate from the start of the year until the end of the period. Represents the spot exchange rate at the end of the period. Appreciation / (Depreciation) of USD vs. Local Currency.

31 Dec. 2010 US$ (000) 3,825,534 32,265 (2,273,678) 162 1,584,283 (792,368) (122,756) 27,909 697,067 (466,847)5 56,084 (78,448) (489,212) (118,829) (48,129)9 40,898 (239,298)10 (198,400) 979,851 781,452 743,099 0.73 38,352 781,451

Inc/ (dec)

Represented Q3 - 2010 (3 months) US$ (000) 2% 975,014 7,501 (585,280) (110) 4% 397,125 (185,553) (7,784)2 26,9934 (7%) 230,781 (114,107) 20,788 24,184 (69,135) (15,844)8 145,802 (56,336) 89,466 844,762 934,228 939,209 0.90 (4,981) 934,228

Q4 - 2010 (3 months) US$ (000) 980,031 6,722 (584,782) 272 402,243 (236,226) (79,936)2 1,475 87,557 (101,186) (1,845) 8,913 (94,118) (36,071)8 (48,129) (90,761) (84,617)10 (175,378) 5,845 (169,533) (178,834) (0.17) 9,301 (169,533)

Inc/ (dec) 1%

1%

(62%)

(89%) n.m. 106% 134% 103% 106%

n.m. n.m. n.m. n.m. n.m. n.m.

12345678-

Management Presentation developed from IFRS financials. Mainly due to the impairment of Telecel Globes investment in Namibia and the impairment of MedCable in Algeria. Due to the proceeds of the disposal of M-Link. Due to the proceeds of the disposal of LINKdotNET and LINK Egypt in Q3 2010. Due to a waiver obtained from the lenders regarding the Algerian tax claim amounting to approximately US$ 24 million in H1 2010. Mainly due to gains of approx. US$36.5 million resulting from the early extinguishment of PMCLs bond. Mainly due to the unrealised FX loss from mark to market value of the US$ denominated debt at OTH of US$ 3.5 billion as a result of the depreciation of the Egyptian Pound during 2010, Mainly due to the launch of the Canadian operations. Q3 & Q4 2010 figures include the equity consolidation of Mobinil as per the amended and restated shareholders and settlement agreements concluded with France Telecom which entered into force on July 13, 2010. 9Due to the impairment of Orabank, a financial receivable related to North Korea. 10- Due to the impairment of deferred taxes associated with the impairment of Telecel Globes investment in Namibia 11- On 4 January 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium through which OTH owned 50% of Orascom Telecom Tunisia (OTT). As a result the proportionate consolidation of OTT during Q4 is no longer applicable under IFRS as it renders the entity an investment held for sale, and consequently a discontinued operation under IFRS rules. Figures for 2009 and 9M 2010 have been restated to reflect the accounting treatment of OTT. 12- Equates to Net Income after Minority Interest. 13- Based on a weighted average for the outstanding number of GDRs of 1,015,240,054 GDRs as of 31 December 2010. On a pro forma basis for the rights issue, the weighted average for the outstanding number of GDRs for 2009 is 878,947,566. The weighted average for the outstanding number of GDRs in Q3 2010 and Q4 2010 is: 1,045,651,444 GDRs and 1,046,501,539 GDRs respectively.

39

Table 13: Balance Sheet in IFRS/US$ IFRS/US$ 31 December 2009 US$ (000) 5,031,757 2,261,477 963,990 8,257,224 759,546 331,759 109,953 640,536 1,841,794 10,099,018 1,275,548 140,000 1,415,548 4,873,991 342,351 5,216,342 998,231 1,042,907 1,425,990 3,467,128 8,683,470 10,099,018 5,112,676 IFRS/US$ 31 December 2010 US$ (000) 3,763,359 1,486,662 1,029,294 1,104,740 7,384,055 824,085 258,820 422,604 1,090,912 2,596,421 9,980,476 2,726,524 74,639 2,801,163 3,859,447 354,225 4,213,672 973,454 811,443 1,180,744 2,965,641 7,179,313 9,980,476 4,008,816

Table 14: Cash Flow Statement in US$ IFRS/US$ IFRS/US$ Represented 31 Represented December 31 December 2009 2010 US$ (000) US$ (000) 104,517 799,036 266,073 327,847 47,129 57,973 (61,075) 188,907 (521,866) (408,513) 800,028 (1,080,718) 209,620 (135,237) 27,010 (979,325) 932,921 (632,472) 83,212 (91,160) (4,189) (20,468) 267,844 386,261 (240,872) (103,764) 41,625 130,172 (13,561) (8,848) 651,783 759,546 (198,634) 915,124 239,053 489,383 118,829 48,129 38,740 (579,962) 109,441 (300,982) (356,517) 522,604 (690,153) 142,592 (300,348) 20,152 (827,757) 332,843 (866,978) (10,683) (924) (460) 765,233 219,031 23,913 142,251 38,879 205,043 118,921 (43,559) (10,823) 759,546 824,085

Assets Property and Equipment (net) Intangible Assets3 Investment in Associates Other Non-Current Assets3 Total Non-Current Assets Cash and Cash Equivalents Trade Receivables Assets Held for Sale Other Current Assets Total Current Assets Total Assets Equity Attributable to Equity Holders of the Company Minority Share Total Equity Liabilities Long Term Debt Other Non-Current Liabilities Total Non-Current Liabilities Short Term Debt Trade Payables Other Current Liabilities Total Current Liabilities Total Liabilities Total Liabilities & Shareholders Equity Net Debt1
123-

Net Debt is calculated as a sum of Short Term Debt, Long Term Debt, less Cash and Cash Equivalents. On 4 January 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium through which OTH owned 50% of Orascom Telecom Tunisia (OTT). As a result the proportionate consolidation of OTT during Q4 is no longer applicable as per IFRS as it renders the entity an investment held for sale, and consequently a discontinued operation under IFRS rules. Figures for 2009 and 9M 2010 have been restated to reflect the accounting treatment of OTT. Due to reclassification purposes, some figures previously presented as other non-current assets in 9M 2010 have been adjusted to intangible assets

Cash Flows from Operating Activities Profit for the Period Depreciation, Amortization & Impairment of Non-Current Assets Income Tax Expense Net Financial Charges Share of Loss (Profit) of Associates Accounted for Using the Equity Method Impairment of Financial Assets Other Changes in Assets Carried as Working Capital Changes in Other Liabilities Carried as Working Capital Income Tax Paid Interest Expense Paid Net Cash Generated by Operating Activities Cash Flows from Investing Activities Cash Outflow for Investments in Property & Equipment, Intangible Assets, and Financial Assets & Consolidated Subsidiaries Proceeds from Disposal of Property & Equipment, Subsidiaries and Financial Assets Advances & Loans made to Associates & other parties Dividends & Interest Received Net Cash Used in Investing Activities Cash Flows from Financing Activities Proceeds from loans, banks' facilities and bonds Payments for loans, banks' facilities and bonds Net Payments from financial liabilities Net Change in Cash Collateral Dividend Payments Payments for Treasury Shares Capital injection Change in non-controlling interest Net Cash generated by Financing Activities Discontinued operations Net cash generated by operating activities Net cash (used in) generated by investing activities Net cash (used in) generated by financing activities Net cash generated from discontinued operations Net Increase in Cash & Cash Equivalents Cash included in Assets Held for Sale Effect of Exchange Rate Changes on Cash & Cash Equivalents Cash & Cash Equivalents at the Beginning of the Period Cash & Cash Equivalents at the End of the Period

40

Table 15: Income Statement in EAS/Egyptian Pounds1 Represented 31 Dec. 2009 LE (000) 20,979,798 194,671 (12,594,908) (67,170) 8,512,391 (4,241,760) (62,366) 4,208,265 (2,453,683) 486,425 138,124 (1,829,134) (262,986) 2,116,145 (1,484,707) 631,438 1,564,635 2,196,073 1,844,897 0.42 351,176 2,196,073 31 Dec. 2010 LE (000) 21,560,259 181,844 (12,784,460) 8,957,643 (4,463,057) (534,381) 3,960,205 (2,616,839) 315,120 (442,126) (2,743,845) (571,602) (271,251) 373,507 (1,355,325) (981,818) 2,106,966 1,125,148 880,717 0.17 244,431 1,125,148 Inc/ (dec) 3% Represented Q3 - 2010 (3 months) LE (000) 5,561,039 43,028 (3,354,003) (618) 2,249,446 (1,061,357) 106,346 1,294,435 (649,702) 118,635 130,672 (400,395) (93,113) Q4 - 2010 (3 months) LE (000) 5,562,524 38,238 (3,309,113) 618 2,292,267 (1,337,730) (442,377) 512,160 (572,345) (10,562) 49,030 (533,877) (105,469) (271,251) (398,438) (486,313) (884,751) 15,494 (869,257) (922,404) (0.18) 53,147 (869,257) Inc/ (dec) 0%

Table 16: Balance Sheet in EAS/Egyptian Pounds1 EAS/LE 31 December 2009 LE (000) 27,557,254 12,260,323 5,310,618 45,128,195 4,184,340 1,827,658 605,732 3,539,221 10,156,952 55,285,148 6,804,851 762,697 7,567,548 26,747,219 1,886,006 28,633,225 5,483,719 5,747,657 7,852,999 19,084,375 47,717,600 55,285,148 28,046,598 EAS/LE 31 December 2010 LE (000) 21,710,070 8,584,912 8,558,597 38,853,579 4,784,360 1,502,624 2,430,567 6,332,816 15,050,367 53,903,946 12,246,749 458,581 12,705,330 22,314,854 1,735,569 24,050,423 5,639,775 4,710,968 6,797,450 17,148,193 41,198,616 53,903,946 23,170,269

Revenues Other Income Total Expense Net unusual Items EBITDA2 Depreciation & Amortization Other Operating Income Financial Expense Financial Income Foreign Exchange Gain (Loss) Net Financing Cost Share of Profit (Loss) of Associates Impairment of Financial Assets Profit Before Tax Income Tax Profit from Continuing Operations Gains or losses from discontinued operations Profit for the Period Attributable to: Equity Holders of the Parent Earnings Per Share (EGP/Share)3 Minority Interest Net Income
123-

5% (6%)

2% (60%)

(82%) 800,927 (320,770) n.m. 480,157 1,881,524 (49%) 2,361,680 (52%) 1,951,081 (59%) 0.37 31,202 (49%) 2,361,680

n.m. n.m. n.m. n.m. n.m. n.m.

According to the Egyptian Accounting Standards (EAS), the investments in Mobinil and ECMS are measured at cost and not at fair value as per the IFRS. Consequently, the gain recognized on the ECMS Transaction is not reflected in the following statement. Management Presentation developed from EAS financials. Based on a weighted average for the outstanding number of shares for 2010 of 5,076,200,272 local shares. On a pro forma basis for the rights issue, the weighted average for the outstanding number of shares for 2009, Q3 2010 and Q4 2010 is 4,394,737,830; 5,228,257,218 and 5,232,507,694 local shares respectively.

Assets Property and Equipment (net) Intangible Assets Other Non-Current Assets Total Non-Current Assets Cash and Cash Equivalents Trade Receivables Assets Held for Sale Other Current Assets Total Current Assets Total Assets Equity Attributable to Equity Holders of the Company Minority Share Total Equity Liabilities Long Term Debt Other Non-Current Liabilities Total Non-Current Liabilities Short Term Debt Trade Payables Other Current Liabilities Total Current Liabilities Total Liabilities Total Liabilities & Shareholders Equity Net Debt2
12Management presentation developed from EAS financials. Net Debt is calculated as a sum of Short Term Debt, Long Term Debt, less Cash and Cash Equivalents.

41

Table 17: Ownership Structure & Consolidation Methods Ownership December 31 2009 2010 28.75% 20.00% 100.00% 96.81% 100.00% 50.00% 94.00% 100.00% 75.00% 100.00% 99.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 51.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 28.75% 20.00% 100.00% 96.81% 100.00% 50.00% 100.00% 100.00% 75.00% 100.00% 99.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 51.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Consolidation Method December 31

Appendix 1
Glossary
2010 ARPU (Average Revenue per User): Average monthly recurrent revenue per customer (excluding visitors roaming revenue and connection fee). This includes airtime revenue (national and international), as well as, monthly subscription fee, SMS, GPRS & data revenue. Quarterly ARPU is calculated as an average of the last three months. Capex: Tangible & Intangible fixed assets additions during the reporting period, includes work in progress, network, IT, and other tangible and intangible fixed assets additions but excludes license fees. Churn: Disconnection rate. This is calculated as the number of disconnections during a month divided by the average customer base for that month. Churn Rule: A subscriber is considered churned (removed from the subscriber base) if he exceeds the 90 days from the end of the validity period without recharging. It is worth noting that the validity period is a function of the scratch denomination. In cases where scratch cards have open validity, the subscriber is considered churned in case he has not made a single billable event in the last 90 days (i.e. outgoing or incoming call or sms, wap session). Open cards validity is applied for OTA, Mobilink, Mobinil and banglalink so far. A koryolink customer is considered churn if he/she does not recharge within four months after the validity of the scratch card. MOU (Minutes of Usage): Average airtime minutes per customer per month. This includes billable national & international outgoing traffic originated by subscribers (on-net, to land line & to other operators). Also, this includes incoming traffic to subscribers from land line or other operators. OTHs Market Share Calculation Method: The market share is calculated through the data warehouse of OTHs subsidiaries. The number of SIM cards of competitors that appeared in the call detail record of each of OTHs subsidiaries is collected. This reflects the number of subscribers of the competition. However, OTH deducts the number of SIM cards that did not appear in the call detail records for the last 90 days to account for churn. The same is applied to OTH subsidiaries. This method is used to calculate the market shares of Djezzy and Mobinil only. In Pakistan and Bangladesh, Market share as announced by the Regulators is based on disclosed information by the other operators which may use different subscriber recognition policy.

Subsidiary GSM Operations Mobinil (Egypt)2 Egyptian Co. for Mobile Services IWCPL (Pakistan) Orascom Telecom Algeria3 Telecel (Africa) Orascom Telecom Tunisia4 Telecel Globe OT Ventures5 CHEO Internet Service Intouch Non GSM Operations Ring Orasinvest OTCS OT ESOP M-Link OT Services Europe MedCable Mena Cable Moga Holding Oratel C.A.T.6 OT Wireless Europe OT WIMAX TWA OIIH OT Holding FPPL MinMax Ventures OIH7 OTFCSA OT Holding Canada8 ITCL SAWLTD OT_OSCAR OTLB TMGL OTO CORTEX
1. 2. 3. 4. 5. 6. 7. 8.

2009

Proportionate Consolidation Proportionate Consolidation Full Consolidation Full Consolidation Full Consolidation Proportionate Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Proportionate Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Proportionate Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation

Equity consolidation1 Equity consolidation1 Full Consolidation Full Consolidation Full Consolidation Assets Held for sale Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Proportionate Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Proportionate Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation Full Consolidation

On July 13, 2010, the amended and restated shareholders and settlement agreements concluded with France Telecom entered into force. Consequently, starting Q3 2010, Mobinil is reflected through the equity method. Mobinils financial figures for 2009 and H1 2010 are represented as a discontinued operation under IFRS. Mobinil is a holding company which controls 51% of ECMS, the mobile operator. Mobinil is also the brand name used by ECMS. Direct and Indirect stake through Moga Holding Ltd. and Oratel. On 4 January 2011, OTH sold its entire shareholding in Orascom Tunisia Holding and Carthage Consortium through which OTH owned 50% of Orascom Telecom Tunisia (OTT). As a result the proportionate consolidation of OTT during Q4 is not applicable as per IFRS as it renders the entity an investment held for sale, and consequently a discontinued operation under IFRS. Figures for 2009 and 9M 2010 have been restated to reflect the accounting treatment of OTT. OT Ventures owns 100% of Sheba Telecom which operates under the trade name banglalink. Direct and Indirect stake through International Telecommunications Consortium Limited (ITCL). OIH owns 100% of Orascom Telecom Iraq which sold Iraqna in December 2007. Holding company for OTHs Share in Globalive which has been accounted for under the equity method.

42

Independent auditors report To the board of directors of Orascom Telecom Holding (S.A.E) We have audited the accompanying consolidated financial statements of Orascom Telecom Holding (S.A.E), which comprise the consolidated balance sheet as at 31 December 2010, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. Managements responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Orascom Telecom Holding (S.A.E) as at 31 December 2010, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Emphasis of a matter Without qualifying our opinion, we draw attention to note (35) Contingent liabilities for the following: 1Some subsidiaries received tax assessment from the tax authorities in the territories in which they operate. Management believes that these assessments are excessive, and intends to challenge the assessments through the proper legal channels. Currently, the management of these subsidiaries cannot make reliable estimate of tax exposures.

Consolidated Financial Statements and Auditors Report

(in IFRS/US$)

Consolidated balance sheet Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Appendix A - Liabilities to banks Appendix B Bonds Appendix C - Scope of consolidation

2- Egyptian Company for Mobile Services (ECMS) associated company filed a lawsuit against the National Telecommunication Regulatory Authority (NTRA) to cancel NTRAs decision relating to the amendments of the interconnect prices between the fixed and mobile networks. The company and its external legal counselor believe that the possibility of winning the lawsuit is probable as NTRAs decision does not have legal or contractual ground, therefore the company continued to recognize interconnect revenue and cost from and to Telecom Egypt and other mobile operators based on the existing agreements.

Cairo, 19 April, 2011

KPMG Hazem Hassan

43 Consolidated Balance Sheet

As of December 31, (in million of US$) Assets

Consolidated Income Statement

Note 2010 2009 For the year ended December 31 (in million of US$) Continuing operations 19 20 21 22 3,763 1,487 1,029 1,033 7,384 56 259 46 83 905 824 2,596 9,980 423 72 5,032 2,261 845 8,257 119 Revenues Other income Purchases and services Other expenses Personnel costs Net unusual inventory loss Depreciation and amortization Impairment charges Net unusual capital loss Disposal of non current assets Operating income Financial income Financial expense Foreign exchange (loss) / gain Net financing costs 1,031 (279) 1,975 2,727 74 258 (214) Share of profit and loss of associates Impairment of financial assets Profit before income tax Income tax expense (Loss) / profit from continuing operations Discontinued operations 27 28 22 3,859 112 1 4,214 242 4,874 121 4 5,215 216 Profit from discontinued operation (net of income tax) Profit for the year Attributable to: Owners of the Company Non-controlling interest Earnings per share - (US$) Basic earnings / (loss) per share: From continuing operations From discontinued operations Diluted earnings / (loss) per share: From continuing operations From discontinued operations 30 743 38 781 0.15 318 61 379 0.07 6 980 781 274 379 18 16 17 15 15 15 8 9 10 13 11 12 13 14 7 3,825 32 (1,796) (206) (272) (793) (123) 28 695 56 (467) (78) (489) (119) (48) 39 (238) (199) 3,760 35 (1,831) (162) (271) (13) (761) (38) (15) 42 746 87 (440) 25 (328) (47) 371 (266) 105 Note 2010 2009 (Restated)

Property and equipment Intangible assets Investment in associates Other non-current financial assets
Total non-current assets

Deferred tax assets

Assets held for sale

Total assets

Inventories Trade receivables Other current financial assets Current income tax receivables Other current assets Cash and cash equivalents
Total current assets

23 21 18 24 25 6

55 332 114 100 371 760 1,842 110

10,099

Equity and liabilities

Share capital Reserves

Retained earnings
Equity attributable to owners of the Company

1,232 1,276 140

Non-controlling interest
Total equity Liabilities

26

2,801

1,416

Non-current borrowings Other non-current liabilities Provisions Deferred tax liabilities

Total non-current liabilities

Current borrowings Trade payables Other current liabilities Current income tax liabilities Provisions
Total current liabilities

27 29 28 18 6

Liabilities held for sale

973 811 753 148 86 2,965 194

998 1,043 1,091 187 94 3,468 55

(0.04) 0.19 (0.04) 0.19

0.01 0.06 0.01 0.06

Total liabilities Total equity and liabilities

7,179 8,683 9,980 10,099 (The notes are an integral part of these consolidated financial statements)
Chief Executive Officer Khaled Bichara Auditors report attached

(The notes are an integral part of these consolidated financial statements)

Group CFO Aldo Mareuse

44 Consolidated statement of comprehensive income

For the year ended December 31, (in million of US$) Profit for the year Other comprehensive income: Changes in fair value of available-for-sale financial assets Cash flow hedges Currency translation differences Other comprehensive income for the year, net of tax Total comprehensive income for the year Attributable to: Owners of the Company Non-controlling interest 689 29 292 64 (2) 6 (67) (63) 718 (2) 25 (46) (23) 356 781 379 As of January 1, 2010 Profit for the year Comprehensive income Other comprehensive income 258 (48) (166) 1,232 743 1,276 743 2010 2009 (in million of US$)

Consolidated statement of changes in equity

Attributable to owners of the Company Share capital Treasury Other Retained shares reserves earnings Total

Non controlling Total equity Interest 140 38 1,416 781

Total comprehensive income Transactions with owners Capital Increase Change in non controlling interest Dividends paid Share based compensation Total transactions with owners As of December 31, 2010

(54)

(54) (4) (11)

743 1,975 -

(54)

689 765 (3)

(9)

29

(63)

718

773 -

(The notes are an integral part of these consolidated financial statements)

1,031

773

(4) 8

(44)

(235)

(15)

2,727

762

(57) (38) -

(95)

765 (57) (38) (3)

74

2,801

667

Attributable to owners of the Company (in million of US$) As of January 1, 2009 Share capital 261 Treasury Other Retained shares reserves earnings (190) (139) 1,148 318 Total 1,080 318 Non controlling Interest Total equity 121 61 1,201 379

Comprehensive income Profit for the year

Other comprehensive income Total comprehensive income

Transactions with owners Change in non controlling interest Dividends Share based compensation Cancellation of shares Purchase of treasury shares Sale of treasury shares

(26)

(26) 10 (3) (15) 7

318 (160) (74) -

(26)

292

64 (10) (35) -

(23)

356

Total transactions with owners As of December 31, 2009

(3) 258

(3) -

142 (48)

56 5 92 (38) 27

(1) (166)

(234) 1,232

(96) 1,276

(94) 2 (38) 34

(45) 140

(141) 1,416

(10) (129) 2 (38) 34

(The notes are an integral part of these consolidated financial statements)

45 Consolidated Statement of Cash Flows

For the year ended December 31, (in millions of USD) Continuing operations Cash flows from operating activities (Loss)/profit for the year Adjustments for: Depreciation, amortization and impairment charges Net unusual inventory loss and capital loss Income tax expense Share-based compensation Net financial charges Foreign exchange differences Gain on disposal of non-current assets Share of loss of associates Impairment of current financial assets Change in assets carried as working capital Change in provisions and allowances Change in other liabilities carried as working capital Income tax paid Interest expense paid Net cash generated by operating activities Cash flows from investing activities Cash outflow for investments in: - Property and equipment - Intangible assets - Financial assets and associates - Consolidated subsidiaries Proceeds from disposals of: - Property and equipment - Intangible assets - Consolidated subsidiaries Net investments in financial assets held for trading Advances and loans made to associate and other parties Dividends and interest received Net cash (used in) investing activities Cash flows from financing activities Proceeds from loans, banks facilities and bonds Payments for loans, banks facilities and bonds Net payments for other current financial liabilities Net change in cash collateral Dividends paid Net payments for treasury shares Proceeds from capital increase Change in non-controlling interest Net cash generated by financing activities Net cash (used in) / generated by continuing operations Discontinued operations Net cash generated by operating activities Net cash generated by / (used in) investing activities Net cash generated by /(used in) financing activities Net cash generated by discontinued operations Net increase in cash and cash equivalents Cash included in assets held for sale Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

2010 (199) 916 238 3 411 78 (28) 119 48 (580) 64 109 (301) (357) 521 (538) (94) (28) (30) 13 1 117 12 (300) 20 (827) 333 (867) (11) (1) 765 219 (87) 24 142 39 205 118 (43) (11) 760 824

2009 (Restated) 105 799 28 266 12 353 (25) (42) 47 (61) 61 188 (522) (409) 800 (872) (103) (75) (30) 34 216 (41) (135) 27 (979) 932 (632) 83 (91) (5) (20) 267 88 386 (241) (104) 41 129 (14) (7) 652 760

1. General information Orascom Telecom Holding S.A.E. (the Company) is a joint stock company with its head office in Cairo, Egypt. The Company, through its subsidiaries (together the Group) is a leading mobile telecommunications company operating in high growth emerging markets in the Middle East, Africa and Asia, having a total population under license of approximately 517 million. The Company is a subsidiary of WIND TELECOM SpA (WIND TELECOM or the Parent Company). The Company is listed on the Egyptian Stock Exchange and has Global Depository Receipts (GDR) listed on the London Stock Exchange. These consolidated financial statements as of and for the year ended December 31, 2010 (the Consolidated Financial Statements) were approved for issue by the Board of Directors on April 18, 2011. 2. Significant accounting policies 2.1 Basis of presentation The Consolidated Financial Statements of the Group, as of and for the year ended December 31, 2010, have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations as adopted by the International Accounting Standards Board (IASB) and all interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and all interpretations of the Standing Interpretations Committee (SIC). The consolidated financial statements have been prepared under the historical cost basis except for the following: derivative financial instruments are measured at fair value; financial instruments at fair value through profit or loss are measured at fair value; and available-for-sale financial assets are measured at fair value. For presentational purposes, the current/non-current distinction has been used for the balance sheet, while expenses are analyzed in the income statement using a classification based on their nature. The indirect method has been selected to present the cash flow statement. The information presented in this document has been presented in millions of United States Dollar (US$), except earnings per share and unless otherwise stated. 2.2 Change in Accounting Polices The Group has adopted the following new and amended IFRSs and IFRIC Interpretations, as of January 1, 2010, with no material impact: IAS 27 (revised), Consolidated and separate financial statements. The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the equity is re-measured to fair value, and a gain or loss is recognized in profit or loss.

(The notes are an integral part of these consolidated financial statements)

IFRS 3 (revised), Business combinations. The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interests proportionate share of the acquirees net assets. All acquisition-related costs should be expensed. IFRS 5 (amendment) Non-current assets held for sale and discontinued operations and consequential amendments to IFRS 1 First-time adoption. The amendment clarifies that all of a subsidiarys assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met. A consequential amendment to IFRS 1 states that these amendments are applied prospectively from the date of transition to IFRS. IFRIC 17, Distribution of non-cash assets to owners. The interpretation is part of the IASBs annual improvement project which was published in April 2009. This interpretation provides guidance on accounting for arrangements whereby the entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. IFRS 5 has also been amended. IAS 38 (amendment), Intangible Assets. The amendment is part of the IASBs annual improvements project published in April 2009 and the Group will apply IAS 38 (amendment) from that date that IFRS 3 (revised) is adopted (January 1, 2010). The amendment to the standard clarifies guidance in measuring the fair value of an intangible asset that is acquired in a business combination and permits the grouping of intangible assets as a single asset if each asset has similar useful economic lives. IAS 1 (amendment), Presentation of financial statements. This amendment is part of the IASBs annual improvements project published in April 2009. The amendment provides clarification that the potential settlement of a liability by the issue of equity is not relevant to its classification as current or non current. IFRS 2 (amendments), Group cash-settled and share-based payment transactions. In addition to incorporating IFRIC 8, Scope of IFRS 2, and IFRIC 11, IFRS 2 - Group and treasury share transactions, the amendments expand on the guidance in IFRIC 11 to address the clarification of group arrangements that were not covered by that interpretation. IAS 39 (amendment), Financial instruments: Recognition and Measurement. The amendment on eligible hedged items specifies that an entity may designate an option as a hedge of changes in the cash flows or fair value of a hedged item above or below a specified price or other variable. The provisions are to be applied retrospectively.

46

2-3 Summary of main accounting principles and policies The main accounting principles and policies adopted in preparing these Consolidated Financial Statements are set our below. These policies have been consistently applied to all periods in those consolidated financial statements, and have been applied consistently by the group entities. Basis of consolidation The Consolidated Financial Statements include the financial statements of the Company and those entities over which the Company exercises control, both directly or indirectly, from the date of acquisition to the date when such control ceases. Control may be exercised through direct or indirect ownership of shares with majority voting rights, or by exercising a dominant influence expressed as the direct or indirect power, based on contractual agreements or statutory provisions, to determine the financial and operational policies of the entity and obtain the related benefits, regardless of any equity relationships. The existence of potential voting rights that are exercisable or convertible at the balance sheet date is also considered when determining whether there is control or not. The financial statements used in the consolidation process are those prepared by the individual Group entities as of and for the year ended December 31, 2010 (the reporting date for these Consolidated Financial Statements) in accordance with IFRS used by the Company in preparing these statements and approved by the respective Boards of Directors. The consolidation procedures used are as follows: the assets and liabilities and income and expenses of consolidated subsidiaries are included on a line-by-line basis, allocating to non-controlling interests, where applicable, the share of equity and profit or loss for the year that is attributable to them. The resulting balances are presented separately in consolidated equity and the consolidated income statement; the purchase method of accounting is used to account for business combinations in which the control of an entity is acquired. The cost of an acquisition is measured as the fair value of the assets acquired, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus all other costs directly attributable to the acquisition. The excess of the cost of acquisition over the fair value of the assets, liabilities and contingent liabilities acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized immediately in the income statement; Business combinations in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination are considered business combinations involving entities under common control. In the absence of an accounting standard guiding the accounting treatment of these operations the Group applies IAS 8, consolidating the book values of the entity transferred and reporting any gains arising from the transfer in goodwill; The purchase of equity holdings from non-controlling holders in entities where control is already exercised is considered a purchase. Therefore the difference between the cost incurred for the acquisition and the respective share of the accounting equity acquired is recognized in goodwill; Any options to purchase non-controlling interests outstanding at the end of the year are treated as exercised and are reported as a financial liability or in equity de

pending on whether the transaction is to be settled in cash or through the exchange of equity instruments; Unrealized gains and losses on transactions carried out between companies consolidated on a line-by-line basis and the respective tax effects are eliminated if material, as are corresponding balances for receivables and payables, income and expense, and finance income and expense; gains and losses arising from the sale of holdings in consolidated entities are recognized in the income statement as the difference between the selling price and the corresponding portion of consolidated equity sold.

Foreign currency translation Functional and presentation currency The functional currency of each subsidiary is the local currency where that entity operates. In order to present financial information to international investors the Groups presentation currency is US$. Transactions and balances Transactions in foreign currencies are translated into the functional currency of the relevant entity at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated, at the balance sheet date, into the prevailing exchange rates at that date. Foreign currency exchange differences arising on the settlement of transactions and the translation of the balance sheet are recognized in the income statement. Group companies The financial statements of the Group entities are translated into the presentation currency as follows: Assets and liabilities are translated at the closing exchange rate; Income and expenses are translated at the average exchange rate for the year; All resulting exchange differences are recognized as a separate component of equity in the translation reserve; Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing exchange rate; and In the preparation of the consolidated cash flow statement, the cash flows of foreign subsidiaries are translated at the average exchange rate for the year. The exchange rates applied in relation to the US$ are as follows:
Average for year Closing rate as of ended December 31, December 31, 2010 2009 2010 2009

line basis from the date the asset is available and ready for use. The useful lives of property and equipment and their residual values are reviewed and updated, where necessary, at least at each year end. Land is not depreciated. When a depreciable asset is composed of identifiable separate components whose useful lives vary significantly from those of other components of the asset, depreciation is calculated for each component separately, applying the component approach. The useful lives estimated by the Group for the various categories of property and equipment are as follows.
Number of years 50

Associates Investments in companies where the Group exercises a significant influence (hereafter associates), which is presumed to exist when the Group holds between 20% and 50%, are accounted for using the equity method. The equity method is as follows: The Groups share of the profit or loss of an investee is recognized in the income statement from the date when significant influence begins up to the date when that significant influence ceases. Investments in associates with negative shareholders equity are impaired and a provision for its losses is accrued only if the Group has a legal or constructive obligation to cover such losses. Equity changes in investees accounted for using the equity method that do not result from profit or loss are recognized directly in consolidated equity reserves; Unrealized gains and losses generated from transactions between the Company or its subsidiaries and its investees accounted for using the equity method are eliminated on consolidation for the portion pertaining to the Group; unrealized losses are eliminated unless they represent an impairment. The license of the Groups associated undertaking in Canada, Globalive Wireless Management Corp, are indefinite lived assets. Although the spectrum licenses have an initial term of 10 years, based on available information, the management believes that they are subject to perfunctory renewal and that renewal cost will not be significant. Accordingly, they are not subject to amortization but are tested annually for impairment, or when indicators exist that the carrying value is not recoverable.

Buildings Tools

Cell Sites Computer equipment Vehicles

8-15 5-10 5-10 3-6 3-8 3-5

Furniture and Fixtures Leasehold improvements and renovations

Gains or losses arising from the sale or retirement of assets are determined as the difference between the net disposal proceeds and the net carrying amount of the asset sold or retired and are recognized in the income statement in the period incurred under Disposal of non-current assets. Finance leases are leases that substantially transfer all the risks and rewards incidental to the ownership of assets to the Group. Property and equipment acquired under finance lease are recognized as assets at their fair value or, if lower, at the present value of the minimum lease payments, including any amounts to be paid for exercising a purchase option. The corresponding liability due to the lessor is recognized as part of financial liabilities. An asset acquired under a finance lease is depreciated over the shorter of the lease term and its useful life. Lease arrangements in which the lessor substantially retains the risks and rewards incidental to ownership of the assets are classified as operating leases. Lease payments under operating leases are recognized as an expense in the income statement on a straight-line basis over the lease term unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Intangible assets Intangible assets are identifiable non-monetary assets without physical substance which can be controlled and which are capable of generating future economic benefits. Intangible assets are stated at purchase and/or production cost including any expenses that are directly attributable to preparing the asset for its intended use, net of accumulated amortization and impairment losses, if applicable. Borrowing costs accruing during and for the development of the asset are capitalized as incurred. Amortization begins when an asset becomes available for use and is charged systematically on the basis of the residual possibility of utilization of the asset, meaning on the basis of its estimated useful life. Licenses Costs for the purchase of telecommunication licenses are capitalized. Amortization is charged on a straight-line basis such as to write off the cost incurred for the acquisition of a right over the shorter of the period of its expected use and the term of the underlying agreement, starting from the date on which the acquired license may be exercised.

Joint ventures Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. Interests in joint ventures are consolidated using the proportionate method under which the assets and liabilities and income and expenses of the joint venture are consolidated on a line-by-line basis in proportion to the share held by the Group in the venture. The carrying amount of the consolidated investment is then eliminated against the respective portion of equity. Transactions, balances and any unrealized gains and losses on intercompany transactions are proportionately eliminated. Unrealised gains arising from transactions with associates (and jointly controlled entities) are eliminated to the extent of the Groups interest in the enterprise. Unrealised gains resulting from transactions with associates and joint ventures are eliminated against the investment in the associates or joint venture. Appendix C includes a list of the entities included in the scope of consolidation.

Egyptian Pound (LE) Algerian Dinar (DZD) Tunisian (TND) Pakistan Rupee (PKR) Bangladeshi Taka (BDT) Canadian Dollar (CAD) Euro

0.1774 0.0135 0.6992 0.0117 0.0144 0.9711 1.3257

0.1792 0.0138 0.7395 0.0122 0.0144 0.8920 1.4134

0.1722 0.0135 0.6954 0.0117 0.0142 1.0030 1.3362

0.1815 0.0137 0.7591 0.0119 0.0144 0.9628 1.4551

Property and equipment Property and equipment are stated at purchase cost or production cost, net of accumulated depreciation and any impairment losses. Cost includes expenditure directly attributable to bringing the asset to the location and condition necessary for use and any dismantling and removal costs which may be incurred as a result of contractual obligations which require the asset to be returned to its original state and condition. Borrowing costs directly associated with the purchase or construction of property and equipment are capitalized as incurred together with the asset to which they relate. Costs incurred for ordinary and cyclical repairs and maintenance are charged directly to the income statement in the year in which they are incurred. Costs incurred for the expansion, modernization or improvement of the structural elements of owned or leased assets are capitalized to the extent that they have the requisites to be separately identified as an asset or part of an asset, in accordance with the component approach. Under this approach each asset is treated separately if it has an autonomously determinable useful life and value. Depreciation is charged at rates calculated to write off the costs over their estimated useful lives on a straight-

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Goodwill Goodwill represents the excess of the cost of an acquisition over the interest acquired in the net fair value at the acquisition date of the assets and liabilities of the entity or business acquired. Goodwill relating to investments accounted for using the equity method is included in the carrying amount of the investment. Goodwill is not systematically amortized but is rather subject to periodic tests to ensure that the carrying amount in the balance sheet is adequate (impairment testing). Impairment testing is carried out annually or more frequently when events or changes in circumstances occur that could lead to an impairment of the cash generating units (CGUs) to which the goodwill has been allocated. An impairment loss is recognized whenever the recoverable amount of goodwill is lower than its carrying amount. The recoverable amount is the higher of the fair value of the CGU less costs to sell and its value in use, which is represented by the present value of the cash flows expected to be derived from the CGU during operations and from its retirement at the end of its useful life. The method for calculating value in use is described in the paragraph below Impairment of assets. Once an impairment loss has been recognized for goodwill it cannot be reversed. Whenever an impairment loss resulting from the above testing exceeds the carrying amount of the goodwill allocated to a specific CGU the residual loss is allocated to the assets of that particular CGU in proportion to their carrying amounts. The carrying amount of an asset under this allocation is not reduced below the higher of its fair value less costs to sell and its value in use as described above.

is estimated and any impairment loss is recognized in the income statement. Intangible assets with an indefinite useful life are tested for impairment annually or more frequently when events or changes in circumstances occur that could lead to an impairment loss. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use, which is represented by the present value of its estimated future cash flows. In determining an assets value in use the estimated future cash flows are discounted using a pre-tax rate that reflects the markets current assessment of the cost of money for the investment period and the specific risk profile of the asset. If an asset does not generate independent cash flows its recoverable amount is determined in relation to the cash-generating unit (CGU) to which it belongs. An impairment loss is recognized in the income statement when the carrying amount of an asset or the CGU to which it is allocated exceeds its recoverable amount. If the reasons for previously recognizing an impairment loss cease to exist, the carrying amount of an asset other than goodwill is increased to the net carrying amount of the asset that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset, with the reversal being recognized in the income statement. Investments Investments in companies other than those classified as available for sale are measured at fair value with any changes in fair value being recognized in the income statement. (The accounting treatment of financial assets available for sale is discussed in Financial assets available for sale). If fair value cannot be reliably determined, an investment is measured at cost. Cost is adjusted for impairment losses if necessary, as described in the paragraph Impairment of Assets. If the reasons for an impairment loss no longer exist, the carrying amount of the investment is increased up to the extent of the loss with the related effect recognized in the income statement. Any risk arising from losses exceeding the carrying amount of the investment is accrued in a specific provision to the extent of the Groups legal or constructive obligations on behalf of the associate. Investments held for sale or to be wound up in the short term are classified as current assets and stated at the lower of their carrying amount and fair value less costs to sell. Financial instruments Financial instruments consist of financial assets and liabilities whose classification is determined on their initial recognition and on the basis of the purpose for which they were purchased. Purchases and sales of financial instruments are recognized at their settlement date. Financial assets are derecognized when the right to receive cash flows from them ceases and the Group has effectively transferred all risks and rewards related to the instrument and its control. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by reference to prices supplied by third-party operators and by using valuation models based primarily on objective financial variables and, where possible, prices in recent transactions and market prices for similar financial instruments. Financial Assets Financial assets are initially recognized at fair value and classified in one of the following four categories and subsequently measured as described: Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss includes financial assets purchased primarily for sale in the short term, (held for trading) and derivative financial instruments, except for the effective portion of those designated as cash flow hedges. These assets are measured at fair value; any change in the year is recognized in

the income statement. Financial instruments included in this category are classified as current assets if they are held for trading or expected to be disposed of within twelve months from the balance sheet date. Derivatives are treated as assets or liabilities depending on whether their fair value is positive or negative; positive and negative fair values arising from transactions with the same counterparty are offset if this is contractually provided for. Fair value gains and losses from foreign currency swaps are recognized in foreign currency gains and losses in the income statement. Financial receivables Financial receivables are non-derivative financial instruments which are not traded on an active market and which are expected to generate fixed or determinable repayments. They are included as current assets unless they are contractually due more than twelve months after the balance sheet date in which case they are classified as non-current assets. These assets are measured at amortized cost using the effective interest method. If there is objective evidence of factors which indicate impairment, the asset is reduced to the present value of future cash flows. The impairment loss is recognized in the income statement. If in future years the factors which caused the impairment cease to exist, the carrying amount of the asset is reinstated up to the amount that would have been obtained had amortized cost been applied. Financial assets available-for-sale Financial assets available for sale are non-derivative financial instruments which are either designated in this category or not classified in any of the other categories. Available for sale financial assets are measured at fair value. Changes in the fair value of monetary securities denominated in a foreign currency and classified as available for sale are analyzed between translation differences resulting from changes in amortized cost of the security and other changes in the carrying amount of the security. The translation differences on monetary securities are recognized in profit or loss; translation differences on non-monetary securities are recognized in equity. Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognized in equity. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognized in equity are included in the income statement. The classification of an asset as current or non-current is the consequence of strategic decisions regarding the estimated period of ownership of the asset and its effective marketability, with those which are expected to be realized within twelve months from the balance sheet date being classified as current assets. Financial assets held to maturity. These are non-derivative assets with fixed maturities that the Group has the intention and ability to hold to maturity. Those maturing within 12 months are carried as current assets. These financial assets are measured at amortized cost using the effective interest method. Impairment of financial assets Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available for sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss is removed from equity and recognized in the income statement.

Impairment losses recognized in the income statement on equity instruments are not reversed through the income statement. Financial liabilities Financial liabilities consisting of borrowings, trade payables and other obligations are measured at amortized cost using the effective interest method. When there is a change in cash flows which can be reliably estimated, the value of the financial liability is recalculated to reflect such change based on the present value of expected cash flows and the originally determined internal rate of return. Financial liabilities are classified as current liabilities except where the Group has an unconditional right to defer payment until at least twelve months after the balance sheet date. Financial liabilities are derecognized when settled and the Group has transferred all the related costs and risks relating to an instrument. Derivative financial instruments Derivatives are initially recognized at fair value on the date a derivative contract is entered into and subsequently remeasured at fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The full fair value of a hedging derivative is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Derivatives which do not qualify for hedge accounting are classified as a financial asset at fair value through profit or loss. Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. If the hedge is not fully effective, meaning that these changes are different, the non-effective portion is treated as part of the net financing cost for the year in the income statement. Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity in a specific reserve (the cash flow hedge reserve) . The gain or loss relating to the ineffective portion is recognized immediately in the income statement. A hedge is normally considered highly effective if from the beginning and throughout its life the changes in the expected cash flows for the hedged item are substantially offset by the changes in the fair value of the hedging instrument. When the economic effects deriving from the hedged item are realized, the related gains or losses in the reserve are reclassified to the income statement together with the economic effects of the hedged item. Whenever the hedge is not highly effective, the non-effective portion of the change in fair value of the

Software Acquired software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. Software licenses are amortized on a straight-line basis over their useful life (between 3 to 8 years), while software maintenance costs are expensed in the income statement in the period in which they are incurred. Costs incurred on development of software products are recognized as intangible assets when the Group has intentions to complete and use or sell the assets arising from the project, considering the existence of a market for the asset, its commercial and technological feasibility, its costs can be measured reliably and there are adequate financial resources to complete the development of the asset. Other development expenditures are recognized in the income statement in the period in which they are incurred. Directly attributable costs that are capitalised as part of a software product include software development employee costs and an appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Customer List The customer list as an intangible asset consists of the list of customers identified when allocating the purchase price in acquisitions carried out by the Group. Amortization is charged on the basis of the respective estimated useful lives which range from 5 to 10 years. Impairment of non-financial assets At each balance sheet date, property and equipment and intangible assets with finite lives are assessed to determine whether there is any indication that an asset may be impaired. If any such indication exists, the recoverable amount of the asset concerned

48

hedging instrument is immediately recognized as part of the net financing cost for the year in the income statement. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. Inventories Inventories are stated at the lower of purchase cost or production cost and net realizable value. Cost is based on the weighted average method. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. When necessary, obsolescence allowances are made for slow-moving and obsolete inventories. Inventories mainly comprise handsets and SIM cards. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Non-current assets and liabilities held for sale Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use is classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Groups accounting policies. Thereafter the assets and liabilities held for sale (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, and deferred tax assets, which continue to be measured in accordance with the Groups accounting policies. Impairment losses on initial classification as held for sale and subsequent losses on remeasurement are recognised in the income statement. Subsequent increase in fair value less costs to sell may be recognised in the income statement only to the extent of the cumulative impairment loss that has been recognised previously. Current and deferred income tax The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity. In this case, the tax is also recognised in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Groups subsidiaries, associates and joint venture operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of goodwill or the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax

is determined using tax rates (and laws) that have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Additional income taxes that arise from the distribution of dividends are recognised at the same time that the liability to pay the related dividend is recognised. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. Provisions Provisions are only recognized when the Group has a present legal or constructive obligation arising from past events that will result in a future outflow of resources, and when it is probable that this outflow of resources will be required to settle the obligation. The amount provided represents the best estimate of the present value of the outlay required to meet the obligation. The interest rate used in determining the present value of the liability reflects current market rates and takes into account the specific risk of each liability. Provisions are not recognised for future operating losses. Employee benefits Short-term benefits Short-term benefits are recognized in the income statement in the year when an employee renders service. Share-based employee benefits The Group recognizes additional benefits to certain managers and other members of personnel through share based payment plans. IFRS 2 - Share-based Payment considers these plans to represent a component of employee remuneration. The fair value of the employee services received at the grant date in exchange for the grant of options or shares is recognized as an expense with a correspondent increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market service and performance vesting conditions. The total amount expensed is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from proceeds. Treasury shares Where any Group company purchases the Companys equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to equity holders of the Company

until the shares are cancelled or re-issued. Where such shares are subsequently re-issued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to equity holders of the Company. Legal reserve As per the Companys statutes 5% of net profit for the year is set aside to form a legal reserve, the transfer to such reserve ceases once it reaches 50% of the Companys paid in share capital. The reserve can be utilized for covering losses or for increasing the Companys share capital. If the reserve falls below the said 50%, the Company should resume setting aside 5% of its annual net profit until the reserve reaches 50% of the Companys paid in share capital. Dividend distribution Dividend distribution to the Companys shareholders is recognized as a liability in the Consolidated Financial Statements in the period in which the dividends are approved by the Companys shareholders. Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Groups activities. Revenue is shown net of value added tax, rebates and discounts and after eliminating sales within the Group. Revenue from the sale of goods is recognized when the Group transfers the risks and rewards of ownership of the goods. Revenue from services is recognized in the income statement by reference to the stage of completion and only when the outcome can be reliably estimated. More specifically, the criteria followed by the Group in recognizing ordinary revenue are as follows: revenue arising from post-paid traffic, interconnection and roaming is recognized on the basis of the actual usage made by each subscriber and telephone operator. Such revenue includes amounts paid for access to and usage of the Group network by customers and other domestic and international telephone operators; revenue from the sale of prepaid cards and recharging is recognized on the basis of the prepaid traffic actually used by subscribers during the year. The unused portion of traffic at period end is recognized as Liabilities Deferred Income; revenue from the sale of mobile phones and fixed-line phones and related accessories is recognized at the time of sale; one-off revenue from landline and mobile (prepaid or subscription) activation and/or substitution, prepaid recharge fees and the activation of new services and tariff plans is recognized for the full amount at the moment of activation independent of the period in which the actual services are rendered by the Group. In the case of promotions with a cumulative plan still open at the end of the year, the activation fee is recognized on an accruals basis so as to match the revenue with the year in which the service may be used.

Earnings per share Basic Basic earnings per share are calculated by dividing the profit for the year attributable to equity holders of the Company, both from continuing and discontinued operations, by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares. Diluted Diluted earnings per share are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average of the number of ordinary shares of the Company outstanding during the year where, compared to basic earnings per share, the weighted average number of shares outstanding is modified to include the conversion of all dilutive potential shares, while the profit for the year is modified to include the effects of such conversion net of taxation. Diluted earnings per share are not calculated when there are losses as any dilutive effect would improve earnings per share. Discontinued operations A discontinued operation is a component of the Groups business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period. Segment reporting Operating segments are reported in a manner which is consistent with the internal reporting information provided to the chief operating decision-maker. The chief operating decisionmaker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of directors. Recent accounting pronouncements The following new standards, amendments to standards and interpretations have been issued but are not effective for the financial year 2010 and have not been early adopted: IAS 32 (amendment), Financial instruments: Presentation. This amendment will be applicable for the Group from January 1, 2011. The amendment clarifies the classification of rights issues as equity or liabilities when the rights are denominated in a currency other than the issuers functional currency. IAS 24, Related Party Disclosures will be effective for the Group from January 1, 2011. The amendment simplifies the definition of a related party by clarifying its intended meaning and elimination of any inconsistencies from the definition and furthermore provides a partial exemption from the disclosure requirements. IFRS 9, Financial Instruments will be applicable for the Group from January 1, 2013. IFRS 9 is the first part of Phase 1 of the IASBs project to replace IAS 39. IFRS 9 governs the classification and measurement of financial assets. IFRIC 14, Prepayments of a minimum funding requirement will be applicable for the Group from January 1, 2011 . The amendment applies in limited circumstances when an entity

Dividend income from investments recorded at fair value through profit and loss or as available for sale is recognized when the right to receive payment is established. Interest income Interest income is recognized on a time-proportion basis using the effective interest rate method.

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is subject to minimum funding requirements and makes an early payment of contributions to cover these requirements. The amendment permits an entity to treat the benefit of such a payment as an asset. IFRIC 19, Extinguishing financial liabilities with equity instruments will be applicable for the Group from January 1, 2011. The interpretation provides guidance on how to interpret IFRS when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept equity instruments to fully or partially settle the financial liabilities. 3. Use of Estimates The preparation of these Consolidated Financial Statements required management to apply accounting policies and methodologies that are based on complex, subjective judgments, estimates based on past experience and assumptions determined from time to time to be reasonable and realistic based on the related circumstances. The use of these estimates and assumptions affects the amounts reported in the balance sheet, the income statement and the cash flow statement as well as the notes. The final amounts for items for which estimates and assumptions were made in the Consolidated Financial Statements may differ from those reported in these statements due to the uncertainties that characterize the assumptions and conditions on which the estimates are based. The accounting principles requiring a higher degree of subjective judgment in making estimates and for which changes in the underlying conditions could significantly affect the Consolidated Financial Statements are briefly described below. Goodwill Goodwill is tested for impairment on an annual basis to determine whether any impairment losses have arisen that should be recognized in the income statement. More specifically, the test is performed by allocating the goodwill to a cash generating unit and subsequently estimating the units fair value. Should the fair value of the net capital employed be lower than the carrying amount of the CGU an impairment loss is recognized for the allocated goodwill. The allocation of goodwill to cash generating units and the determination of the fair value of a CGU requires estimates to be made that are based on factors that may vary over time and that could as a result have an impact on the measurements made by management which might be significant. Impairment of non-current assets Non-current assets are reviewed to determine whether there are any indications that the net carrying amount of these assets may not be recoverable and that they have suffered an impairment loss that needs to be recognized. In order to determine whether any such elements exist it is necessary to make subjective measurements, based on information obtained within the Group and in the market and also on past experience. When a potential impairment loss emerges it is estimated by the Group using appropriate valuation techniques. The identification of the elements that may determine a potential impairment loss and the estimates used to measure such loss depend on factors which may vary over time, thereby affecting the estimates and measurements. Depreciation of non-current assets The cost of property and equipment is depreciated on a straight-line basis over the useful lives of the assets. The useful life of property and equipment is determined when the 4.

assets are purchased and is based on the past experience of similar assets, market conditions and forecasts concerning future events which may affect them, amongst which are changes in technology. The actual useful lives may therefore differ from the estimates of these lives. The Group regularly reviews technological and business sector changes, dismantling costs and recoverable amounts in order to update residual useful lives. Such regular updating may entail a change of the depreciation period and consequently a change in the depreciation charged in future years. Deferred tax assets The recognition of deferred tax assets is based on forecasts of future taxable profit. The measurement of future taxable profit for the purposes of determining whether or not to recognize deferred tax assets depends on factors which may vary over time and which may lead to significant effects on the measurement of this item. Income tax The companies of the Group are subject to different tax legislation. A significant amount of estimates are necessary in order to account for the total tax effects on the financial statements. The Group has a number of operations for which the relevant taxes are difficult to estimate and thus has to accrue some tax liabilities based on estimates. Whenever the actual tax expense is different from the estimated, the difference is recorded in the income statement. Fair value of derivatives and other financial instruments The fair value of financial instruments is determined based on quoted market prices, where available, or on estimates using present values or other valuation techniques. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. Where market prices are not readily available, fair value is based on either estimates obtained from independent experts or quoted market prices of comparable instruments. Provisions and contingencies In recognizing provisions the Group analyses the extent to which it is probable that a liability will arise from disputes with employees, suppliers and third parties and in general the losses it will be required to incur as a result of past obligations. The definition of such provisions entails making estimates based on currently known factors which may vary over time and which could actually turn out to be significantly different from those referred to in preparing the financial statements. Financial Risk Management

Market Risk Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising when its business transactions are in currencies other than its functional currency. The main currencies to which the Group is exposed are the US dollar, the Canadian Dollar and the Euro. In general the Groups subsidiaries are encouraged to obtain financing in their functional currency in order to have a natural hedge of the exchange rate of such financing. However, as some transactions are executed in foreign currencies, and in particular in US$, CAD and Euro, the Group may be subject to the risk of exchange rate fluctuations which, in certain instances the Group manages through the use of hedging strategies. As of December 31, 2010 the Groups borrowings included US$ borrowings amounting to US$ 3,894 million and Euro borrowings amounting to Euro 121 million (equivalent to US$ 162 million). In certain instances the Group has entered into economic hedging agreements to manage the risk of fluctuations relating to these financing operations. In particular, Pakistan Mobile Communication Limited (PMCL) had borrowings for US$ 161 million and Euro 119 million (equivalent to US$ 159 million) as of December 31, 2010. Such borrowings were fully hedged by PMCL using cross currency swaps pursuant to which interest payments and principal payments are paid in Pakistani Rupee. The Group subsidiaries generally execute their operating activities in their respective functional currencies. Some Group subsidiaries are, however, exposed to foreign currency risks in connection with scheduled payments in currencies that are not their functional currencies. In general this relates to foreign currency denominated supplier payables and receivables. The Group monitors the exposure to foreign currency risk arising from operating activities and, where relevant, enters into hedging transactions in order to manage the exposure. As described further in Credit Risk, the Group has provided loan facilities to Globalive Wireless Management Corp which are denominated in CAD. As of December 31, 2010, if the functional currencies had weakened / strengthened by 10% against the US$, the Euro and CAD, with all other variables held constant, the translation of foreign currency receivables and payables would have resulted in a decrease/ increase in profit for the year (after tax)of US$ 104 million, mainly relating to US$ denominated borrowings. Additionally, the Group has investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure to such risk is not hedged. Cash flow and fair value interest rate risk The Group is exposed to market risks as a result of changes in interest rates particularly in relation to borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The basic strategy of interest rate risk management is to balance the debt structure with an appropriate mix of fixed and floating interest rate borrowings based on the Groups perception of future interest rate movements. In particular, the risk monitored relates to the impact of movements in floating rate indices on the Groups finance costs. When considered appropriate, the Group manages its cash flow

interest rate risk by using floating-to fixed interest rate swaps. In particular, as of December 31, 2010 the Group had floating-tofixed interest rate swaps with a notional value of US$ 1.5 billion and other contracts for floating-to-fixed interest rate swap with a notional value of US$ 500 million. After considering such derivative transactions approximately 40% of the Groups total borrowings had a floating rate of interest. The Group considers the sensitivity of its finance costs to movements in interest rates. In particular an increase / decrease of 1.0% in interest rates as of December 31, 2010 would have resulted in an increase / decrease in finance costs of US$ 19 million and a decrease / increase in the cash flow hedge reserve of US$ 74 million. Price risk The Group has limited exposure to equity securities price risk on investments held by the Group. Credit Risk The Group considers that it is not exposed to major concentrations of credit risk in relation to trade receivables. However, credit risk can arise in the event of non-performance of a counterparty, particularly in relation to credit exposures for trade and other receivables, financial instruments and cash and cash equivalents. The Group considers that the concentration of credit risk with respect to trade receivables is limited given that the Groups customer base is largely pre-paid subscribers. Post paid subscribers generally represent a small portion of the subscriber base and therefore the credit exposure is limited. In addition, the Group tries to mitigate credit risk by adopting specific control procedures, including assessing the credit worthiness of the counterparty and limiting the exposure to any one counterparty. Credit risk relating to cash and cash equivalents, derivative financial instruments and financial deposits arises from the risk that the counterparty becomes insolvent and accordingly is unable to return the deposited funds or execute the obligations under the derivative transactions as a result of the insolvency. To mitigate this risk, wherever possible the Group conducts transactions and deposits funds with financial institutions with a minimum of investment grade rating. The Group is exposed to credit risk relating to financial receivables as follows: During 2008 the Company entered into two loans agreements to provide a total amount of CAD 508 million to Globalive Wireless Management Corp (GWMC), a subsidiary of the associate Globalive Investment Holdings Corp (Globalive). The amount of these loans was increased to CAD 608 million during 2009 and further increased to CAD 970 million during 2010. As of December 31, 2010 the amount outstanding under such loan agreements, including accrued interest, was CAD 1,092 million (equivalent to US$ 1,105 million).The loans were primarily provided to GWMC to fund the acquisition of spectrum licenses in Canada. The licenses were awarded to GWMC during March 2009 by Industry Canada and GWMC launched operations in December 2009. During the start-up phase of operations Globalive has incurred losses and as a result the Groups share of losses exceeds the carrying value of the investment. The Group considers the loan provided as part of the investment and has therefore deducted the excess losses from the receivable. After considering such losses an amount of US$ 870 million is recorded in financial receivables. (see Note 21 Other financial assets for further details) In general the remaining other receivables and financial receiva-

Financial Risk Factors The Groups activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest risk and cash flow interest risk), credit risk and liquidity risk. In particular the Group is exposed to risks from movements in exchange rates, interest rates and market prices. The Groups overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Groups performance through ongoing operational and finance activities. Depending on the risk assessment, the Group uses selected derivative hedging instruments. The management has overall responsibility for the establishment and oversight of the groups risk management framework.

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bles included in financial assets generally relate to a variety of smaller amounts due from a wide range of counterparties, therefore, the Group does not consider that it has a significant concentration of credit risk. Liquidity Risk The Group monitors and mitigates liquidity risk arising from the uncertainty of cash inflows and outflows by maintaining sufficient liquidity of cash balances as well as undrawn credit lines and by diversifying its sources of finance. In general, liquidity risk is monitored at entity level whereby each subsidiary is responsible for managing and monitoring its cashflows and rolling liquidity reserve forecast in order to ensure that it has sufficient committed facilities to meet its liquidity needs. The table below analyses the groups financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cashflows.
As of Decem- Carrying Expect ber 31, 2010 amount ed cash (*) flows Liabilities Liabilities to 3,377 3,778 banks Bonds 1,320 1,618 Finance lease 20 34 liability Other borrow10 11 ings 88 134 Telecommunication license payable Trade pay811 811 ables 5,626 6,386 Less Between More than 1 1 and 5 than 5 year years years 2,745 1,488 13 2 60 4,308 7 18 59 84

As of December 31, 2010 Cash outflow / (cash inflow) Interest rate derivatives Foreign exchange derivatives Other derivative instruments - cash inflow Total As of December 31, 2009 Cash outflow / (cash inflow) Interest rate derivatives Foreign exchange derivatives Other derivative instruments - cash inflow Total

Expected cash flows (*) 105 (114) (3) (12)

Less than 1 Between 1 year and 5 years 62 (11) 51 43 (103) (3) (63)

lief to certain operations and practices relating to foreign currency exchange. These factors could have an unfavorable effect on the financial activities of the Group and on the ability to receive funds from the subsidiaries. Revenue generated by the majority of the Group subsidiaries is expressed in local currency. The Group expects to receive most of this revenue from its subsidiaries and therefore it relies on their ability to be able to transfer funds. The regulations in the various countries where the subsidiaries operate could reduce the ability to pay interest and dividends and to repay loans, credit instruments and securities expressed in foreign currency through the transfer of currency. In addition, in some countries it could be difficult to convert large amounts of foreign currency due to central bank regulations. The central banks may amend regulations in the future and therefore the ability of the Company to receive funds from its subsidiaries may be restricted. 5. Segment reporting The chief operating decision-maker has been identified as the board of directors of the Group. The board of directors reviews the Groups internal reporting in order to assess its performance and allocate resources, mainly from a geographical perspective, of the mobile telecommunication business. Management has determined the reportable Operating segments according to the information analyzed periodically by the board of directors as follows: Mobile telecommunication business in Algeria; Mobile telecommunication business in Pakistan; Mobile telecommunication business in Egypt; Mobile telecommunication business in Tunisia; Mobile telecommunication business in Bangladesh; Other GSM which comprises the mobile telecommunica tion businesses in Central and South Africa and Namibia and North Korea ; and Other Telecom service (Non GSM Service) which includes other territories in which the Group operates as a mobile telecommunication operator and other services.

The Group reports on operating segments which are independently managed. The board of directors assesses the performance of such operating segments based on: Total revenues EBITDA, defined as profit for the period before income tax expense (or if applicable profit from continuing operations for the period before income tax expense), gains (losses) on disposal of associates, share of profit (loss) of associates, foreign exchange gains (losses), financial expense, financial income, disposal of noncurrent assets, impairment charges, depreciation and amortization and net unusual capital loss, and Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.

Expected Less than 1 Between 1 cash flows (*) year and 5 years 98 (214) (16) (132) 65 (41) 24 33 (173) (16) (156)

The information provided to the board of directors is measured consistently with that of the financial statements. * Holding and other mainly represent income and expense relating to activities provided from the holding and other companies. These represent mainly management fees and revenue as a result of supporting activities provided by Orascom Telecom Holding. It should be noted that the segments Egypt and Tunisia relate to ECMS and OTT which are considered as discontinued operations. Therefore, going forward Egypt and Tunisia will not be reportable segments. The following table provides a breakdown of revenue by product and service:

1,026 130 3 9 15 811 1,994

* Derivative cashflows for interest rate derivatives and foreign exchange derivatives represent the net cashflow from the relevant swap transaction as such derivatives are net settled. Cash inflow and cash outflow for other derivative instruments are shown separately as such derivatives are gross settled. Derivative cash outflows do not include the potential cash outflows should the share warrants of My Screen be exercised. The exercise of such warrants is at the option of the Company. Details of such warrants are provided in Note 21 Other financial assets. Contractual cash flows are derived based on the relevant index as of the balance sheet date. Capital risk management The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may, among other things, adjust the amount of dividends paid to shareholders, return capital to shareholders through share buyback transactions, issue new shares or sell assets to reduce debt. Other risks Political and economic risk in emerging countries A significant amount of the Groups operations are conducted in Algeria and Pakistan. The operations of the Group depend on the market economies of the countries in which the subsidiaries operate. In particular, these markets are characterized by economies that are in various stages of development or are undergoing restructuring. Therefore the operating results of the Group are affected by the current and future economic and political developments in these countries. In particular, the results of operations could be unfavorably affected by changes in the political or governmental structures or weaknesses in the local economies in the countries where it operates. These changes could also have an unfavorable impact on financial condition, performance and business prospects. Regulatory risk in emerging countries Due to the nature of the legal and tax jurisdictions in the emerging countries where the Group operates, it is possible that laws and regulations could be amended. This could include factors such as the current tendency to withhold tax on the dividends of these subsidiaries, receiving excessive tax assessments, granting of re-

As of Decem- Carrying Expect ber 31, 2009 amount ed cash (*) flows Liabilities Liabilities to 4,475 5,012 banks Bonds 1,255 1,674 Finance lease 24 43 liability Other borrow19 18 ings Telecommuni363 420 cation license payable Trade pay1,043 1,043 ables 7,179 8,210

Less Between More than 1 1 and 5 than 5 year years years 1,021 159 7 18 286 1,043 2,534 3,969 1,515 15 60 5,559 22 21 74 117

* Expected cash flows are the gross contractual undiscounted cash flows including interest, charges and other fees. The table below analyses the groups derivative financial instruments into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

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Algeria Pakistan 2010 2009 Total segment revenue - current year Total segment revenue - previous year (Inter-segment revenue - current year) (Inter-segment revenue - previous year) Total revenue from external customers current year Total revenue from external customers - previous year EBITDA - current year EBITDA - previous year Net unusual capital loss - current year Net unusual capital loss - previous year Depreciation, amortization & Impairment current year Depreciation, amortization & Impairment previous year Disposal of non current assets - current year Disposal of non current assets - previous year Financial Income - current year Financial Income - previous year Financial expense current year Financial expense - previous year Share of (losses) of associates - current year Share of (losses) of associates - previous year Net foreign exchange gain (loss) current year Net foreign exchange gain (loss)- previous year Impairment of financial assets current year Impairment of financial assets - previous year Profit (loss) before income tax current year Profit (loss) before income tax - previous year Total assets - current year Total assets - previous year Investment in associates-current year Investment in associates-previous year Total Borrowings - current year Total Borrowings - previous year Capital Expenditure current year Capital Expenditure - previous year

Egypt Tunisia Bangladesh

Other GSM

Other Telecom Holdings & services (Non Others GSM) 482 354 (136) (42) 346 312 9 (5) (34) (38) 43 62 4 1 (9) (9) (1) (2) 12 9 667 568 20 27 113 106 63 63 (68) 4 (5) (4) (13) (20) 40 45 (295) (256) (119) (47) (37) 98 (48) (545) (180) 2,353 1,276 3,488 3,803 3 31

Elimination of discontinued Consolidated operation effects (791) (1,301) (791) (1,301) (366) (654) 109 223 1 (5) (7) 29 68 (6) (239) (369) (39) 3,961 3,804 (136) (44) 3,825 3,760 1,583 1,518 (15) (916) (799) 28 42 56 87 (467) (440) (119) (47) (78) 25 (48) 39 371 9,980 10,099 1,029 4,832 5,872 782 1,035

1,747 1,868 1,747 1,868 988 1,014 (15) (340) (337) 3 (12) (10) (2) (3) 634 652 2,859 2,474 46 86 90 257

1,107 1,061 (2) 1,107 1,059 446 385 (282) (264) 1 11 34 (101) (122) (33) (69) 41 (35) 2,176 2,381 817 1,021 143 150

439 944 439 944 171 459 (46) (167) (1) 3 5 (26) (63) 7 3 109 236 1,477 1,029 453 71 225

352 357 352 357 195 195 (63) (56) 2 2 (3) (5) (1) (3) 130 133 423 485 39 84 55 45

457 351 457 351 127 103 (126) (120) (2) (1) 1 1 (42) (28) (5) (47) (45) 1,078 967 400 341 235 130

168 107 168 107 81 17 (129) (36) 3 (8) (15) 1 (56) (30) 424 471 61 57 72 91

pre-paid and postpaid voice and data telecommunication services under the brand name Tunisiana. The Company has a 50% shareholding in OTT through two wholly-owned subsidiaries which own 35% and 15% of the shares in OTT. The remaining 50% interest is held by National Mobile Telecommunications Company KSC which is owned by Qatar Telecom. In November 2010, the Company announced that it had entered into a share purchase agreement with Qatar Telecom Q.S.C., pursuant to which the Company would sell its entire shareholding in Orascom Tunisia Holdings and Carthage Consortium, the two companies through which the Company owns 50% of OTT for a total cash consideration of US$ 1.2 billion. The transaction was completed on January 2, 2011. In accordance with IFRS 5 the assets and liabilities held for sale in disposal groups have been shown in specific captions in the consolidated balance sheet and the income statement effect has been shown as discontinued operation as this group represents a separate major line of business. The comparative income statement information for 2009 has also been reclassified to discontinued operations. Egyptian Company for Mobile Services SAE )ECMS( ECMS is a mobile telecommunication operator in Egypt and provides a range of prepaid and postpaid voice and data telecommunication services under the brand name of Mobinil. The Company has an investment of 34.66% in ECMS and the France Telecom Group also has an investment of 36.34%. The remaining shareholding is publicly traded on the Cairo and Alexandria Stock Exchange. In April 2010 France Telecom and the Company entered into a new and comprehensive agreement regarding Mobinil Telecom and ECMS which brought to an end all disputes in relation to their joint investment in Mobinil and ECMS. A revised shareholders agreement was implemented and became effective on July 14, 2010, as a result of which France Telecom will change its accounting method and will fully consolidate Mobinil in its consolidated financial statements. As a result of the amended shareholders agreement, the Company ceases to have joint control over ECMS, which becomes an associate. In accordance with IFRS, the Companys shares of ECMS results of operations are no longer proportionally consolidated but, from July 14, 2010 are consolidated using the equity method. On the date that ECMS became an associate, the investment was measured at fair value and the gain was recognized in the income statement within discontinued operations. As ECMS is considered a single cash generating unit clearly distinguished for financial reporting, the income statement of ECMS until July 14, 2010 has been reclassified and shown as discontinued operations. The comparative income statement information for 2009 has also been reclassified to discontinued operations. In consideration for the settlement of all disputes between the parties France Telecom paid a settlement fee of US$ 300 million on July 13, 2010. The change in control was effective from July 14, 2010, therefore, as of December 31, 2010 there is no balance sheet impact to assets or liabilities held for sale. The Company also entered into a put option whereby the Company has the option to put its 34.6% interest in ECMS to France Telecom (i) during the period from September 15 to November 15,2012 (ii) during the period from September 15 through November 15,2013 and anytime until November 15, 2013 in a limited number of deadlock situations. The strike price of the put option increases over time from Euro 29.44 to Euro 33.0 as of December 31, 2013. The put option had zero value as the exercise is not considered probable as the asset is a strategic investment. 2009 Assets Held For Sale In 2009 the assets and liabilities of LINKdotNET and Link Egypt were classified as held for sale in 2009. The income statement effect of these operations were not shown as discontinued operations as they did not represent a separate major line of business. In July 2010, the Group concluded the sale of LINKdotNET and Link Egypt to ECMS for total cash consideration of US$ 130 million.

7. Revenues
)$In millions of US( Revenues from services Telephony services Interconnection traffic International and national roaming Other services Total revenues from services Total revenues from sale of goods Total 2010 3,121 388 19 135 3,663 162 3,825 2009 2,993 394 30 117 3,534 226 3,760

Total revenues from services increased in 2010 compared to 2009 due to the increase in revenue from telephony services as a result of the increase in subscribers, mainly in Bangladesh, Pakistan and North Korea. Total revenues from sale of goods decreased in 2010 compared to 2009 due to a decrease in the revenue from the sale of handsets, starter kits and scratch cards, mainly in Ring Algeria and Ring Egypt. 8. Purchases and services
2010 338 274 203 202 181 146 108 95 78 49 42 36 33 11 1,796 2009 362 207 181 311 184 123 127 96 75 50 30 35 40 10 *1,831 ($In millions of US) Interconnection traffic Telephony cost Customer acquisition costs Mobile finished goods purchases Maintenance costs Utilities Other service expenses Advertising and promotional services Rental of civil and technical sites Other leases and rentals Consulting and professional services Rental of local network Raw, ancillary and consumable materials and goods National and international roaming Total

Product and services Mobile Fixed - line and Internet Other revenue & income Total revenue

2010 3,479 346 3,825

2009 3,385 312 63 3,760

The following provides a breakdown of assets and liabilities held for sale as of December 31:
)$In millions of US( Property and equipment Intangible assets Trade receivables Other current assets Cash and cash equivalents Deferred tax assets Assets held for sale Current and non-current borrowings Trade payables Other current liabilities Current income tax liabilities Deferred tax liabilities Liabilities held for sale 2010 170 141 46 17 43 6 423 39 49 77 10 19 194 2009 46 30 12 8 14 110 24 15 15 1 55

Purchases and services costs decreased during 2010 primarily due to a decrease in mobile finished goods purchases, relating to costs of handsets, scratch cards, sim cards and bundle costs primarily as a result of the decrease in sales of the Ring Group. As a percentage of revenues, purchase and service costs decreased from 48.7% in 2009 to 47.0% in 2010. The decrease in mobile finish goods purchases was marginally offset by an increase in customer acquisition costs due to the increase in the subscriber base and an increase in telephony costs due to an increase in telephony service revenues. *Refer to Note 9 Other expenses 9. Other expenses
($In millions of US) Promotion and gifts Provisions for risks and charges Annual contributions for licenses Write down of current receivables and liquid assets Other operating expenses Total 2010 91 38 29 23 206 25 2009 48 23 30 42 *162 19

Assets and liabilities classified as held for sale and discontinued operations

The following provides a breakdown of discontinued operations for the years indicated:
($In millions of US) Revenues Expenses Profit before tax from discontinued operations Income tax Profit from discontinued operations Gain from ceasing joint control Income Tax on gain from discontinued operations Profit from discontinued operations 2010 ECMS OTT 439 352 (327) (220) 112 (25) 87 951 (121) 917 132 (69) 63 . . 63 2009 Total ECMS OTT 791 945 357 (547) (709) (223) 244 (94) 150 951 (121) 980 236 (47) 189 189 134 (49) 85 85 Total 1,302 (932) 370 (96) 274 274

Assets and liabilities held for sale include the following: 2010 Assets Held for Sale and Discontinued Operations Orascom Telecom Tunisia S.A. )OTT( OTT operates a GSM network in Tunisia and provides a range of

The increase in other expenses was primarily attributable to the increase in accruals for provisions for risks and charges during 2010 and an increase in costs related to promotions and gifts. The accruals for provisions for risks and charges increased by US$15

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million, mainly relating to the accruals for the tax dispute in Algeria. The increase in costs for promotion and gifts was mainly related to an increase of costs in Bangladesh relating to promotional activities in Bangladesh. *The 2009 information has been reclassified to present homogenous information with that of the parent company. The reclassifications related to Purchases and services, Other expenses and Other income. 10. Personnel costs
(In millions of US$) Wages and salaries Social security Pension costs Other personnel costs Total 2010 194 11 6 61 272 2009 178 11 7 75 271

12. Impairment charges Impairment charges amounting to US$123 million in 2010 mainly relate to the impairment of TelecelGlobe Namibia for an amount of US$ 93 million due to uncertainty regarding future operations and US$25 million for plant and equipment of Medcable. Impairment charges amounting to US$ 38 million in 2009 mainly relate to the impairment of US$17 million for plant and equipment in PMCL in Pakistan and LinkDotNet Telecom, a subsidiary of PMCL operating in Pakistan as well as impairment of goodwill amounting to US$6 million in LinkDotNet Telecom. 13. Unusual Items During November 2009 Orascom Telecom Algeria S.p.A. and Ring Algeria LLC, subsidiaries of the Company, experienced damage to shops, warehouses and infrastructure, as well as break-ins to premises and theft of equipment, during football related disturbances in Algeria. The cost of damaged inventories, as a result of such disturbances, amounted to US$ 18 million, whilst the damage to property and equipment amounted to US$ 24 million. Both entities have submitted formal claims to their insurance companies relating to this incident. Furthermore, a technical assessment performed by an independent insurance expert stated that the minimum expected recovery from the insurance company is 1 billion DZD (equivalent to US$ 14 million). This incident is considered as an exceptional event which is outside with the normal course of operations and has been recorded in the income statement as unusual items. After considering the expected minimum insurance proceeds, an amount of US$13 million has been recorded as an unusual inventory loss relating to the damaged inventories and an amount of US$15 million has been recorded as an unusual capital loss relating to the damaged property and equipment. 14. Disposal of non-current assets The gain on the disposal of non-current assets amounting to US$28 million in 2010 relates to the gain on the disposal of LINKdotNET and Link Egypt for total cash consideration of US$ 130 million in July 2010. The gain on disposal of non-current assets amounting to US$ 42 million in 2009 mainly relates to the gain of US$ 35 million on disposal of M-Link which was sold to Wind Telecomunicazioni SpA for a cash consideration of US$ 77 million during January 2009. (See 35 Related party transactions) 15. Net financing costs
(in millions of US$) Interest income - Deposits Other interest income Financial income Interest on bonds Interest on bank borrowings Fair value gains and losses on derivatives Other financial expenses Financial expense Foreign exchange gain /(loss) Fair value changes of FX derivative instruments Net foreign exchange gain /(loss) Net financing cost 2010 17 39 56 (130) (207) (91) (39) (467) (35) (43) (78) (489) 2009 16 71 87 (123) (265) (1) (51) (440) 31 (6) 25 (328)

Financial income decreased in 2010 mainly as a result of the decrease in other interest income. Other interest income in 2009 included an amount of US$ 23 million from the extinguishment of debt relating to a tender offer by PMCL, which was completed in May 2009 to repurchase a portion of its notes. Interest expense on bank borrowings decreased mainly as a result of the repayment of liabilities with banks during 2010. In particular during 2010 the Company made two repayments to the term loan supplement for a total of US$ 150 million as well as a payment of US$ 38 million to settle loans with Audi bank and US$ 110 million to settle major overdraft balances. Fair value changes on FX derivative instruments relates to the changes in the fair value of the cross currency swaps held by PMCL in connection with the economic hedge of borrowings. 16. Share of profit and loss of associates Share of loss of associates in 2009 and 2010 includes the investment in Globalive Canada Investment Holdings Corp. and Globalive Canada Holdings Corp. (collectively Globalive). The Group holds a 65.4% investment in Globalive which comprises a combination of voting and non-voting rights. Considering direct and indirect interests, the Group holds 65.4% of the outstanding shares and directly holds 33.2% of the voting rights. The Group has significant influence over this investment and does not have control over the financial and operating policies of Globalive. Therefore the investment is equity accounted. In 2010, share of loss of associates also includes the Groups investment in ECMS, as described in further details in Note 6 Assets and liabilities classified as held for sale and discontinued operations, as a result of a new and comprehensive agreement entered into between France Telecom and the Company,the Company has ceased to have joint control over ECMS and it has become an associate. Therefore, the Company consolidates its 34.66% interest in ECMS using the equity method. The following table provides selected financial information of the Groups associates as of December 31, 2010 and 2009 and for each of the years then ended.
(In millions of US$) Current assets Non-current assets Current liabilities Non-current liabilities Revenue Net profit / (loss) % shareholding proportional share of net profit /( loss) Elimination of intercompany transactions Equity accounting and other adjustments Share of profit / (loss) in associate 2010 ECMS 349 2,518 936 1,215 982 110 34.66% 38 2010 Globalive 70 862 99 1,208 138 (275) 65.4% (180) 2009 Globalive 64 762 196 722 47 (92) 65.4% (60)

17. Impairment of financial assets Impairment of financial assets in 2010 include an amount of US$ 18 million relating to Globalive and US$ 30 million relating to North Korea. During 2010 the credit agreements with Globalive were re-negotiated and the interest rate was reduced from Libor plus 18% to Libor plus 10.8%, to reflect market conditions. As a result of the renegotiation the outstanding receivable due from Globalive was re-measured at fair value. Following this re-measurement an impairment of US$ 53 million was recorded to reflect the fair value adjustment. Impairment of financial assets also includes an amount of US$ 30 million which represent the impairment of a financial receivable relating to the Group investment in North Korea due to uncertainties regarding its recoverability. 18. Income tax expense
(In millions of US$) Current income tax expense Deferred taxes Income tax expense 2010 185 53 238 2009 312 (46) 266

Total personnel costs during 2010 remained substantially consistent compared to 2009 as the increase in wages and salaries costs was offset by a decrease in other personnel costs. Wages and salaries costs increased due to an increase in the number of employees in 2010 compared to 2009 and an increase in the seniority of staff. Personnel costs include Board of Directors remuneration of US$ 3 million in 2010 and US$ 4 million in 2009 and share based compensation costs of US$ 3 million in 2010 and US$ 9 million in 2009. The table below provides a breakdown of the number of employees as of December 31:
(in number of employees) Senior management Middle management Staff Total 2010 233 1,114 13,492 14,839 2009 256 1,131 11,176 12,563

Current income tax receivables and liabilities in the consolidated balance sheet are as follows:
(In millions of US$) Current income tax receivable Current and non current income tax liabilities 2010 83 (148) 2009 100 (187)

The table below provides a breakdown of the average number of employees for the years ended December 31, 2010 and 2009:
(in number of employees) Senior management Middle management Staff Total Average for the year ended ,December 31 2010 2009 245 1,123 12,334 13,702 2010 635 37 16 101 4 793 236 1,289 13,018 14,543 2009 578 42 21 111 9 761

The tax on the Groups profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
(In millions of US$) 2010 39 8 73 81 25 70 34 11 16 2009 371 78 77 155 22 50 48

11. Depreciation and amortization

(In millions of US$) Depreciation of property and equipment: -Plant and machinery -Commercial and other tangible assets -Buildings Amortization of intangible assets -Licenses -Other intangible assets Total

Profit before income tax Tax calculated at Companys income tax rate Different income tax rates in subsidiaries Theoretical income tax for the year Permanent differences Unrecognized deferred tax for tax losses Reversal of unused deferred tax assets Minimum tax expense Adjustments in respect of prior years Other differences Income tax for the year

1 238

(9) 266

3 (17) 24

71 (34) (143)

16 (3) (47)

The Groups income tax expense decreased from US$ 266 million in 2009 to US$ 238million in 2010 mainly relating to tax provisions recorded during 2009.

Depreciation and amortization increased due to the increase in cell sites depreciation primarily as a result of an increase in investments in the network.

53

19. Property and equipment

(In millions of US$) Cost As of January 1, 2010 Additions Change in the scope of consolidation Reclassification to assets held for sale Disposals Currency translation differences Reclassifications As of December 31, 2010 Depreciation and impairment losses As of January 1, 2010 Depreciation for the year Change in the scope of consolidation Reclassification to assets held for sale Disposals Impairment losses Currency translation differences As of December 31, 2010 Net book value as of December 31, 2009 Net book value as of December 31, 2010 (In millions of US$) Cost As of January 1, 2009 Additions Change in the scope of consolidation Reclassification to assets held for sale Disposals Currency translation differences Reclassifications As of December 31, 2009 Depreciation and impairment losses As of January 1, 2009 Depreciation for the year Change in the scope of consolidation Reclassification to assets held for sale Disposals Impairment losses Currency translation differences As of December 31, 2009 Net book value as of December 31, 2008 Net book value as of December 31, 2009 Land and Buildings Plant and machinery Commercial and other tangible assets 356 45 (120) (19) (7) (16) 3 242 218 43 (68) (13) (7) 1 (6) 168 138 74 Commercial and other tangible assets 336 52 3 (16) (16) (5) 2 356 186 59 1 (7) (13) 2 (10) 218 150 138 Assets Under Construction 830 496 (61) (32) (5) (16) (405) 807 33 6 (11) 28 797 779 Assets Under Construction 955 626 5 (3) (16) (18) (719) 830 16 17 33 939 797 Total

20. Intangible assets

(In millions of US$) Cost As of January 1, 2010 Additions Change in the scope of consolidation Reclassification to assets held for sale Disposals Reclassifications Currency translation differences As of December 31, 2010 Amortization and impairment losses As of January 1, 2010 Amortization for the year Disposals Change in the scope of consolidation Reclassifications to assets held for sale Impairment losses Reclassifications Currency translation differences As of December 31, 2010 Net book value as of December 31, 2009 Net book value as of December 31, 2010 Cost As of January 1, 2009 Additions Change in the scope of consolidation Reclassifications to assets held for sale Disposals Currency translation differences As of December 31, 2009 Amortization and impairment losses As of January 1, 2009 Amortization for the year Change in the scope of consolidation Reclassification to assets held for sale Impairment losses Currency translation differences As of December 31, 2009 Net book value as of December 31, 2008 Net book value as of December 31, 2009 Licenses 1,846 28 (401) (267) (32) 238 (54) 1,358 829 125 (32) (151) (163) 13 165 (26) 760 1,017 598 Licenses 1,861 8 (23) 1,846 724 114 1 (10) 829 1,137 1,017 Goodwill 1,271 (175) (34) (2) (46) 1,014 135 (11) 42 (2) (13) 151 1,136 863 Goodwill 1,227 48 (9) 5 1,271 121 13 1 135 1,106 1,136 Others 286 7 (3) (236) (3) 51 178 4 5 (163) 1 25 108 26 Others 274 46 10 (34) (7) (3) 286 134 43 1 (13) 2 11 178 140 108 Total 3,403 35 (576) (304) (32) (103) 2,423 1,142 129 (32) (162) (163) 60 (38) 936 2,261 1,487 Total 3,362 46 66 (43) (7) (21) 3,403 979 157 2 (13) 15 2 1,142 2,383 2,261

196 18 (63) (10) (2) (4) 135 68 18 (13) (4) (1) 1 69 128 66 Land and Buildings

6,717 189 (1,326) (292) (35) (148) 402 5,507 2,748 712 (604) (166) (30) 56 (53) 2,663 3,969 2,844 Plant and machinery 5,936 267 28 (56) (28) (147) 717 6,717 2,094 744 5 (22) (19) 5 (59) 2,748 3,842 3,969

8,099 748 (1,570) (353) (49) (184) 6,691 3,067 773 (685) (183) (38) 64 (70) 2,928 5,032 3,763 Total

180 44 1 (26) (3) 196 58 24 (12) (2) 68 122 128

7,407 989 37 (75) (86) (173) 8,099 2,354 827 6 (29) (44) 24 (71) 3,067 5,053 5,032

Additions to property and equipment in 2010 mainly relate to cell site investments and assets under construction relating to new base stations in Bangladesh (Orascom Telecom Bangladesh Limited), Pakistan (Pakistan Mobile Communications Limited and Algeria (Orascom Telecom Algeria). These investments are mainly driven by the expansion of the business, increased capacity and the change in GSM technology. Property and equipment transferred to assets held for sale in 2010 relates to property and equipment of Orascom Telecom Tunisia. Assets held for sale in 2009 relates to Link-Egypt and Link dot Net. See Note 6 Assets and liabilities classified as held for sale and discontinued operations for further information. Change in the scope of consolidation in 2010 relates to the assets of ECMS. See Note 6 Assets and liabilities classified as held for sale and discontinued operations for further information. Impairment losses in 2010 relate to the full impairment of property, plant and equipment of Powercom in Namibia due to uncertainties

regarding future operations. Property and equipment pledged as security for bank borrowings amount to US$ 1.2 billion as of December 31, 2010 and primarily relate to securities for borrowings of PMCL, Trans World Associated Private Limited (TWA) and Powercom in Namibia. In the year ended December 31, 2010 and 2009 the Group capitalized borrowing costs of US$ 28 million and US$ 36 million, respectively, relating to the acquisition of property and equipment. The Group leases various assets under non-cancelable finance lease agreements. As of December 31, 2010 the Group had assets under finance lease with net book value of US$ 25 million mainly relating to a sale and lease back of the premises at Nile City Towers (headquarter offices in Cairo), as well as minor finance leases for vehicles and equipment.

Additions to licenses in 2010 mainly relates to licenses in North Korea and Algeria Impairments in 2010 relate to the full impairment of the intangible assets of Powercom in Namibia (subsidiary of Telecel Globe) due to uncertainty regarding the future operations of such entity. Intangible assets pledged as security for bank borrowings amount to US$ 1.2 billion and primarily relate to securities for borrowings of PMCL. Impairment tests for goodwill Goodwill is allocated to the individual CGU which reflects the minimum level at which the units are monitored for management control purposes.

The carrying amount as of December 31, 2010 was subject to an impairment test to compare the carrying amount with value in use and the recoverable amount. The goodwill of Algeria Win Call, allocated within the Algeria segment, was impaired during the year prior to performing this test. Additionally the goodwill of Powercom in Namibia (subsidiary of Telecel Globe), allocated within the Central and South Africa segment, was fully impaired due to uncertainties regarding the future operations of this entity. Value in use was determined by discounting the expected cash flows, resulting from business plans approved by the respective Board of Directors, using the post-tax weighted average cost of capital (WACC) as the discount rate. The following table provides an analysis of goodwill by segment:

54

2010 (In millions of US$) GSM Telecom Services Internet & Fixed Line Algeria 503 503 Algeria 529 529 Pakistan 276 1 277 Pakistan 277 1 278 Egypt 1 6 7 Egypt 168 2 8 178 2010 Current 3 11 3 21 8 46 Tunisia Bangladesh 11 11 Bangladesh 11 11

2009 Tunisia 36 36

Central and South Africa 64 64 Central and South Africa 104 104 2009 Current 21 42 14 32 5 114

Deposits
Total 854 2 6 862 Total 1,125 3 8 1,136

Lingo Media Corporation In August 2008, the Company entered into a subscription agreement to acquire 2,857,143 common shares of Lingo Media Corporation, a media entity focusing on online advertising. The investment represents approximately 23% of the total share capital and existing voting rights. The Company also purchased share warrants to acquire up to 2,142,857 shares of this entity. The warrants can be exercised from the date of the agreement for a period of two years, at an increasing price from US$4 up to US$8. The total purchase price of the shares and warrants was US$ 5 million. Based on an assessment of the contractual rights, management does not consider that it has significant influence over the company. Therefore, the investment has been recorded as a financial asset available for sale and measured at fair value. As of December 31, 2010, the fair value of the investment amounted to US$ 2 million. The warrants expired, unexercised, during 2010. Financial assets held for trading Financial assets held for trading relate to government treasury bills and investment bonds purchased by PMCL. 22. Deferred taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred income tax assets and liabilities relate to income taxes due to the same tax authority. The following table provides a reconciliation of deferred tax assets and liabilities of the Group to the amounts included in the face of the balance sheet.
(In millions of US$) Deferred tax liabilities, gross Deferred tax assets offset Deferred tax liabilities Deferred tax assets, gross Deferred tax liabilities offset Deferred tax assets of which recognized directly in equity 2010 431 (189) 242 261 (189) 72 2009 430 (214) 216 333 (214) 119 5

Deposits primarily relate to letters of guarantee and other restricted cash held as security for the performance of Group obligations. Deposits in 2010 also include an amount of US$ 28 million relating to cash held in North Korea which is subject to restrictions on use for certain operating and capital expenses in local currency only. The funds cannot be converted into Euro and cannot be repatriated overseas. Deposits with amounts of US$ 33 million are pledged or blocked as security against related bank borrowings or others commitments. The following table shows the ageing analysis of financial receivables and long term deposits as of December 31, 2010 and 2009:
2010 2009 Deposits Financial Deposits Financial receivreceivables ables 66 66 890 890 55 55 697 697

(In millions of US$) GSM Telecom Services Internet & Fixed Line

21.

Other financial assets

Non-current 887 72 63 11 1,033

(In millions of US$) Financial receivables Derivative financial instruments Deposits Financial assets held for trading Financial assets available for sale

Total 890 83 66 21 19 1,079

Non-current 676 109 41 19 845

Total 697 151 55 32 24 959

(In millions of US$) Not past due Past due 0-30 days Past due 31-120 days Past due more than 150 days

Financial Receivables As of December 31, 2009 and 2010 financial receivables mainly relate to loans provided to Globalive Management Corp (GWMC), a subsidiary of Globalive (see Note 16 Share of loss of associates and gain on disposal of associates). During 2008 the Company entered into two loan agreements with Globalive Management Corp (GWMC, a subsidiary of Globalive) to borrow an amount of up to CAD 508 million. Both loans are nonrevolving term loans bearing interest of Libor plus 18%. In 2009 the loan agreements were amended to increase the facility to CAD 608 million and were further amended during 2010 to increase the facility to CAD 970 million. Additionally, effective from January 1, 2011 the interest rate has been reduced to 10.8%. Globalive was awarded CAD 442 million of spectrum licenses in March 2009 and the loans are secured on a subordinated basis by an assignment of these licenses and are guaranteed on a non recourse basis. Globalive launched its wireless network to the Canadian market in December 2009 and is therefore in the start-up phase of operations and has incurred losses to date. The Groups share of these losses is in excess of the carrying value of the investment. The loans provided to Globalive are long term loans and have been considered to be a long-term interest forming part of the net investment in Globalive. As of December 31, 2010 the amount outstanding under such loan agreements, including accrued interest, was CAD 1,092 million (equivalent to US$ 1,105 million) (CAD 723 million, equivalent to US$ 696 million as of December 31, 2009) , the Groups share of the excess losses of Globalive compared to the carrying value of the investment have therefore been deducted from the long term receivable. After considering the share of such losses the amount recorded in financial receivables is US$ 870 million (US$ 643 million as of December 31, 2009). Financial receivables as of December 31, 2009 also include an amount of US$ 15 million relating to the receivable from the sale of OrasInvest which was settled in 2010. Derivative financial instruments
2010 2009 (In millions of US$) Assets Liabilities Assets Liabilities Interest rate derivatives 105 1 99 Foreign exchange derivatives 80 134 Other derivative instruments 3 16 Total Less non-current portion Interest rate derivatives Foreign exchange derivatives Other derivative instruments Current portion 83 69 3 11 105 36 69 151 94 15 42 99 35 64

Interest rate derivatives The notional principal amounts of the outstanding interest rate swaps that qualify for hedge accounting amounts to US$ 1.5 billion, relating to the A1 and A2 term loan supplements of the Company. Under the derivative contract the Company pays fixed interest rate and receives 6 month Libor. Gains and losses are recognized in the cash flow hedge reserve in equity. As of December 31, 2010 the fair value of the derivative liability was US$ 83 million. The gain recognized in the cash flow hedge reserve, net of deferred tax during the year ended December 31, 2010, amounts to US$ 6 million. During 2009 the Company entered into a switchable interest rate swap for a notional amount of US$ 500 million to cover a portion of the syndication loan. Under the derivative contract the Company received a 25 basis point reduction in the floating interest rate and at the end of the first year (September 23, 2010) the bank had the right to either switch to a fixed rate swap or switch to a floating rate with a cap. The Company therefore entered into a fixed interest rate swap covering the period from September 23, 2010 to March 23, 2013. Under the derivative contract the Company pays a fixed interest rate of 2.7625% per annum and received 3 month Libor. As of December 31, 2010 the fair value of the derivative liability was US$ 21 million. The changes in the fair value of the derivative are recognized in financial income and expense in the income statement. Foreign exchange derivatives Foreign exchange derivatives primarily relate to the economic hedge of PMCL. The cross currency swap relates to certain borrowings of PMCL, which are swapped from US$ to PKR and from Euro to PKR, whilst the associated interest is swapped from LIBOR to KIBOR and from Euribor to KIBOR. The changes in the fair value of the derivative are recognized in foreign exchange loss / gain in the income statement. As of December 31, 2010 the fair value of this derivative asset was US$ 80 million Other derivative instruments Other derivative instruments mainly relate to an embedded derivative on the Companys indexed notes. In February 2009 the Company issued equity indexed notes with a nominal amount of US$ 230 million which mature in 2013. The notes have a redemption price on maturity which is indexed to the Companys GDR price. This feature of the debt is considered as an embedded derivative which is valued at fair value through profit and loss. As of December 31, 2010 the fair value of this embedded derivative asset was US$ 3 million.

Financial assets available for sale

Company name (Smart Village (ECDMIV My Screen Mobile Inc Lingo Media Corporation Other investments owner- % ship 10% 9% 23% December 31, 2010 8 2 9 19 December 31, 2009 8 2 3 11 24

My Screen Mobile Inc In May 2008, the Company concluded a Restricted Stock Purchase Agreement with My Screen Mobile Inc, an entity specializing in the delivery of advertising to mobile phones, to acquire 12.5 million shares which represents approximately 9% of the total share capital and existing voting rights. Additionally, the Company purchased share warrants to acquire up to 20 million shares at an exercise price of US$ 2 per share. The warrants can be exercised from the date of the agreement until May 23, 2012. The total purchase price of the shares and warrants was US$ 10 million. Upon exercise of the warrants, the Company would hold approximately 20% of the existing and potential voting rights. Based on an assessment of the potential ownership percentage and other contractual rights, management does not consider that it has significant influence over the company. As of December 31, 2010 the carrying value of the investment had been written down to zero.
Deferred tax liabilities (In millions of US$) As of December 31, 2009 Charged / (credited) to the income statement Change in scope Assets held for sale Currency translation differences As of December 31, 2010 Deferred tax assets

The movement in the deferred income tax account is as follows:

(In millions of US$) As of January 1, Charged / (credited) to the income statement Charged directly to equity Change in scope Assets held for sale Exchange differences As of December 31, 2010 97 144 (57) (13) (1) 170 2009 169 (46) 5 (19) (12) 97

The movement of deferred tax assets and liabilities during the year, without taking into consideration any offsetting is provided in the tables below:
Unremitted earnings 59 122 (1) (19) (2) 159 Fair value 35 (14) 21 Other 11 (11) 2 2 Total 430 87 (58) (19) (9) 431

Depreciation and amortization 325 (10) (59) (7) 249

(In millions of US$) As of December 31, 2009 Charged / (credited) to the income statement Change in scope Assets held for sale Currency translation differences As of December 31, 2010

Tax losses Accrued ex- Depreciation pense and amortization 240 (50) (6) 184 40 8 (2) 46 16 (3) (1) (4) (1) 7

Impairment of assets 9 (4) 5

Provisions

Fair value

Other

Total

7 (6) (1) -

18 (5) 2 15

3 3 (2) 4

333 (57) (1) (6) (8) 261

55

Deferred tax assets on tax losses carry forwards mainly refer to income tax loss carry forwards of the Groups subsidiaries in Pakistan with no expiry date. No deferred tax assets were recognized on income tax loss carryforwards for some foreign subsidiaries, mainly Orascom Telecom Bangladesh Limited (OTB) and CAT, as it is currently not probable that taxable profit will be available in the near future against which such tax loss carryforwards might be utilized. Generally the Group does not recognize deferred tax assets for temporary differences related to accruals for provisions, due to uncertainties in connection with the tax treatment of such expenses, as they might be challenged by local tax authorities. No liability has been recognized in respect of temporary differences associated with investments in subsidiaries, branches and associates and interests in joint ventures, where the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. The following table provides a breakdown by estimated recoverability of recognized deferred tax assets and liabilities:
(In millions of US$) within 1 year within 1 - 5 years after 5 years Deferred tax liabilities 2010 2009 50 14 298 243 83 173 431 430 Deferred tax assets 2010 2009 9 6 194 327 58 261 333

The maximum exposure to credit risk at the reporting date is the carrying value of the receivable. The Group does not hold any collateral as security. 24. Other current assets
(In millions of US$) Prepaid expenses Advances to suppliers Receivables due from tax authority Other receivables Allowance for doubtful current assets Total 2010 81 20 748 89 (33) 905 2009 82 12 185 141 (49) 371

Dividends No dividends were distributed during 2010. The shareholders meeting of the Company held on June 7, 2009 approved a dividend distribution of LE 1 per share in the form of cash and/or shares. Based on the announced distribution ratio of 36:1; on August 27, 2009 the Company distributed 243,376 shares to local shareholders and 1,985,097 shares to the GDR holders (equivalent to 9,925,487 local shares). Consequently, the Company distributed in cash an amount of LE 180 million for a total number of local shares of 180,111,604 (EGP 1/share) and an amount of US$ 60 million for a total number of 66,337,438 GDRs (equivalent to 331,687,192 local shares) (around US$ 0.9022/GDR). 27. Borrowings
As of December 31, 2010 As of December 31, 2009 (In millions of US$) Liabilities to banks Bonds Derivative instruments Finance lease liability within one year years 1-2

Share based compensation plan As of December 31, 2009 the Company had 3,947,300 shares which were held for the purposes of the share based compensation plan. During the year ended December 31, 2010 the Group acquired 295,235 of its own shares for the purposes of the share based compensation. Share grants exercised during 2010 resulted in 2,186,135 shares and 14,469,650 shares were added as a result of the rights issue explained above. As a result of the above transactions, as of December 31, 2010 the Company had 16,526,050 shares held as treasury shares for the purposes of the share based compensation plan. The fair market value of such shares was US$ 12 million.

The increase in receivables due from tax authority is mainly related payments of US$ 514 million made by OTA during 2010 in relation to tax claims covering the years 2004-2007. See Note 35 Contingent Assets and Liabilities for further information. The following table shows the movement in the allowance for other current assets:
(In millions of US$) At January 1 Exchange differences Additions (allowances recognized as an expense) Reclassifications At December 31, 2010 49 (2) 2 (16) 33 2010 502 319 3 824 2009 46 5 (2) 49 2009 413 344 3 760

years 2-3

years 3-4

years 4-5

after 5 years

Total

25. Cash and cash equivalents

(In millions of US$) Bank accounts Deposits Cash on hand Total

23. Trade receivable

(In millions of US$) Receivables due from customers Receivables due from telephone operators Receivables due from authorized dealers Other trade receivables Allowance for doubtful receivables Total 2010 171 90 9 97 (108) 259 2009 256 98 12 50 (84) 332

Other borrowings Total as of December 31, 2010 Total as of December 31, 2009

973 998

833 838 60 76 69 64 2 4 9 16

946 878

880 830 31 13 32 32 3 3 -

2,685 1,179

1,569 972 1,108 197 4 4 3 3 1 3

201 1,886

77 1,655 121 230 (1) 3 2 -

13 901

11 160 739 2 2 -

14 30

7 20 7 10 -

3,377 4,475 1,320 1,255 105 99 20 24 10 19 4,832 5,872

Cash and cash equivalents at December 31, 2010 includes an amount of US$ 327 million held in OTA, in which prior approval is required to transfer the funds abroad. 26. Share Capital Authorized and issued share capital and legal reserves As of December 31, 2009 the issued and fully paid share capital amounted to L.E. 889 million (equivalent to US$ 258 million) comprising 889,100,105 shares of a nominal value of LE 1 per share. The Company is listed on the Egyptian Stock Exchange and also has GDRs (where one GDR is equivalent to 5 local shares) listed on the London Stock Exchange. On December 27, 2009, the Extraordinary General Meeting, delegated the Board of Directors to proceed with all necessary legal procedures to increase the authorized share capital from L.E 2.5 billion to L.E. 7.5 billion and authorized a rights issue. In connection with the rights issue, in March 2010, the Company issued 4,356,590,515 new shares with a nominal value of L.E. 1. The net proceeds from the rights issue were approximately US$ 800 million. As a result of the above transactions, as of December 31, 2010, the issued and paid up share capital amounted to LE 5,245 million (equivalent to US$ 1,031 million), comprising 5,245,690,620 shares of a nominal value of L.E. 1 per share.

Liabilities to banks Appendix A includes a detailed analysis of liabilities to banks as of December 31, 2010. The decrease in borrowings is mainly attributable to the normal scheduled repayments of borrowing facilities, in accordance with the relevant agreements and due to the change in accounting for ECMS and reclassifying Orascom Telecom Tunisia as a liability held for sale, as the comparative figures as of December 31, 2009 include the Groups proportional share of ECMS and Orascom Telecom Tunisia borrowings. Liabilities to Banks Orascom Telecom Holding During 2010 the Company paid two scheduled payments of the A1 and A2 term loan supplements for a total amount of US$ 150 million. Additionally, an amount of US$ 36 million was made to settle the borrowings with Audi Bank and US$ 108 million to settle major overdraft balances. Telecel Globe As of December 31, 2010 borrowings of Power-Com Ltd (a subsidiary of Telecel Globe) amounting to US$ 40 million, which mature in June 2016 have been entirely classified within current liabilities due to Power-Com Ltd inability to meet the imposed promises mentioned in the contract. As a result, Power-Com Ltd is in the process of rescheduling its contract with this bank. Bonds Appendix B includes a detailed analysis of Bonds as of December

31, 2010. Changes in bond liabilities during 2010 primarily relate to the issuance of a new bond by Orascom Telecom Bangladesh. In particular in March 2010 Orascom Telecom Bangladesh, issued a senior secured bond with a nominal value of BDT 7,070 million (approximately US$ 100 million) . The notes carry a fixed coupon of 13.5% and mature in June 2014. Derivatives Details of the derivative liabilities are provided in Note 21 Other financial assets. Finance lease liabilities
(In millions of US$) Gross finance lease liabilities minimum lease payments Within one year Between 1-5 years After 5 years Future finance charges on finance leases Present value of finance lease liabilities The present value of finance lease liabilities is as follows: Within one year Between 1-5 years After 5 years 2010 4 13 17 34 (14) 20 2 11 7 20 2009 5 15 22 42 (18) 24 4 10 10 24

The following table shows the movement in the allowance for doubtful receivables
(In millions of US$) At January 1 Exchange differences Additions (allowances recognized as (an expense Change in scope Assets held for sale Use Reversal Reclassifications ,At December 31 2010 84 27 (8) (4) (4) (3) 16 108 2009 67 (1) 39 (5) (11) (5) 84

The following table shows the ageing analysis of trade receivables as of December 31, 2010 and 2009, net of the relevant provision for doubtful receivables:
(In millions of US$) Not past due Past due 0-30 days Past due 31-120 days Past due 121 - 150 days Past due more than 150 days Trade receivables 2010 102 93 30 14 20 259 2009 123 86 81 4 38 332

Other Borrowings Other borrowings mainly include promissory notes and loans from non-controlling shareholders in subsidiaries.

56

Currency Information of Borrowings

US$

Euro 162 (159) 3 3 361 (276) 85 83 2

As of December 31, 2010 Total borrowings by currency of issue 3,894 Notional amount of currency derivatives (161) Borrowings after derivative effect 3,733 of which (after derivative effect): floating rate borrowings 917 fixed rate borrowings 2,816 As of December 31, 2009 Total borrowings by currency of issue 4,232 Notional amount of currency derivatives (178) Borrowings after derivative effect 4,054 of which (after derivative effect): floating rate borrowings 1,663 fixed rate borrowings 2,391

Egyptian Pound 23 23 1 22 483 483 402 81

Pakistan Rupee 504 320 824 824 575 454 1,029 1,029 -

Bangladeshi Taka 188 188 186 2 102 102 102 -

Algerian Dinar 1 1 1 27 27 27 -

Tunisian Dinar 37 37 36 1

Others 60 60 60 55 55 55

Total 4,832 4,832 1,932 2,900 5,872 5,872 3,342 2,530

The purchase price for this acquisition was US$ 60 million of which US$ 30 million was paid during 2009 and the remaining portion was paid in 2010. The purchase price allocation was finalized on December 2009. The following table provides details of this acquisition
(In millions of US$) Cash and cash equivalents Property and equipment Intangible assets Deferred tax assets Inventories Trade receivables Other current assets Non-current borrowings Other non-current liabilities Trade payables Net identifiable assets acquired Goodwill Purchase price Cash and cash equivalents in subsidiary acquired Cash outflow on acquisition Cell One 31 15 17 1 3 1 (32) (6) (15) 15 45 60 60

agreement with France Telecom in relation to ECMS was amended and as such ECMS is no longer a joint venture but is accounted for as an associate using the equity method. In January 2011, the Company sold its shareholding in Orascom Telecom Tunisia S.A. to Quatar Telecom. As described in Note 5 , as of December 31, 2010 and for the year then ended the assets and liabilities of OTT have been classified as assets held for sale and the income statement effects have been classified as discontinued operations. 32. Commitments The commitments as of December 31, 2010 and 2009 are provided in the table below:
)In millions of US$( Intangible assets Property and equipment Others Total As of December 31, 2010 23 74 97 As of December 31, 2009 136 205 341

Financial liabilities include secured liabilities of US$ 3,697 million as of December 31, 2010 and US$ 4,091 million as of December 31, 2009. In general, the financial liabilities are secured on prop28. Other liabilities
(In millions of US$) Telecommunication license payable Prepaid Traffic and deferred income Due to local authorities Personnel payables Other Total Current 14 189 289 77 184 753 2010 Non-current 74 3 35 112

erty and equipment of the relevant subsidiary, pledged shares and receivables.

Total 88 189 289 80 219 865

Current 283 237 358 77 136 1,091

2009 Non-current 80 41 121

Total 363 237 358 77 177 1,212

There were no acquisitions during 2010. Interest in joint ventures

Commitments for purchase of property and equipment mainly relate to commitments of Mena cable amounting to US$ 58 million relating to the purchase of marine cables and related equipment. The following table provides the future aggregate minimum lease payments under non-cancellable operating leases:
($In millions of US) Within one year Between 1-5 years After 5 years 2010 9 9 8 26 2008 8 7 8 23

As of December 31, 2009 the Group had joint control in the following joint ventures.
Joint venture Shareholding Egyptian Company for Mobile Services S.A.E. 34.67% Orascom Telecom Tunisia S.A. 50.00% Consortium Algerian Telecommunication S.P.A. 50.00% Country of domiciliation Egypt Tunisia Algeria

The decrease in telecommunication license payable is mainly related to the change in accounting treatment of ECMS. In 2009, telecommunication license payable includes the Groups proportional share. 29. Trade payables
(In millions of US$) Capex payables Trade payables due to suppliers Trade payables to telephone operators Other trade payables Total 2010 380 152 97 182 811 2009 470 269 97 207 1,043

(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. During 2008 and 2009 the dilutive potential ordinary shares relate to the share based compensation plan.
(Loss) /Profit attributable to equity holders of the Company (in million of US$) Profit from discontinued operations attributable to equity holders of the Company (in million of US$) Weighted average number of shares in issue (in millions of shares) Adjustments for: - Shares granted (in millions of shares) Weighted average number of shares for diluted earnings per share (in Million of shares) Earnings per share diluted (in US$) 2010 (237) 980 5,074 10 5,084 0.15 2009 44 274 4,395 18 4,413 0.07

Consortium Algerian Telecommunication S.P.A. CAT( CAT was formerly a landline operator in Algeria which ceased operations during the period. The current intention of the management of CAT is to liquidate this company. Therefore the Group has fully written down all assets relating to this business. As described in Note 6 Assets and liabilities classified as held for sale and discontinued operations, during 2010 the shareholders
Grant date January 1, 2009 January 1, 2009 January 1, 2009 January 1, 2010 Tranche 1 2 3 1 GDRs granted (thousands) 1,377 153 153 1,831 Vesting period (months) 12 24 36 12

33. Share based compensation The following table provides a summary of the Companys existing Executive Share Option Plans (ESOP), not expired as of December 31, 2010:

Trade payables are all due within one year. 30. Earnings per share (a) Basic Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, excluding ordinary shares purchased by the Company and held as treasury shares or for the purposes of the share based compensation.
(Loss) /profit attributable to equity holders of the Company continuing operations (in million of US$) Profit from discontinued operations attributable to equity holders of the Company (in million of US$) Weighted average number of shares (in millions of shares) Earnings per share basic (in US$) 2010 (237) 980 5,074 0.15 2009 44 274 4,395 0.07

Contractual term GDR price at (months) grant date in US$ 36 48 60 36 -

GDR market price at grant date in US $ 27.29 27.29 27.29 4.58

Fair value of GDRs at grant date in US$ 26.39 25.44 24.53 4.58

In March 2010, the Company issued 4,356,590,515 new ordinary shares through a rights issue. The rights issue was offered at L.E. 1 per share and represented a fair value to the value of the existing shares. The number of shares used for prior year calculations of earnings per share shown above has been adjusted for the discounted rights issue in order to provide a comparable basis for the current year. 31. Business combinations During 2009 the Group acquired 100% of share capital of PowerCOM (Cell One) in Namibia, a GSM telecommunications operator in Namibia through its subsidiary Telecel Globe, for a cash consideration of US$ 60 million. The acquired business contributed revenues of US$ 14 million and net loss of US$ 19 million to the Group in the period since acquisition.

The ESOP was introduced in 2003 and the Company since then uses treasury shares bought from the market to cover the plan. The Board of Directors of the Company has appointed a Committee that can grant GDR options or GDRs to employees of the Company and its subsidiaries through Orascom Telecom ESOP Limited., Malta, a wholly owned subsidiary. Such GDRs of the Company are listed on the London Stock Exchange and denominated in US$. Awards under the ESOP are generally reserved for employees at a senior management level and above that have spent at least one full year of services in the Company and that have a satisfactory performance according to their appraisal reports. The Company has made annual grants on July 1 each year since 2003; from 2007 onwards additional GDRs were granted on January 1 to existing employees. The GDRs granted vest in three installments over the vesting periods that vary from 12 to 42

months. Starting from 2005 GDRs are granted for free and must be exercised within two years after the end of the vesting period. Exercise of an award is subject to employment in the Group at the exercise date. The Group has no legal obligation to repurchase or settle the awards in cash. GDRs were valued using the Black-Scholes option-pricing model. The assumptions for calculations of the fair value per GDR at the grant date include the GDR price at each grant date, nil exercise price, a GDR price volatility between 29.0% and 72.6%, a dividend yield of zero and an annual risk free rate between 1.7% and 6.4%. The following table provides a breakdown of the movements of outstanding GDR options and GDRs granted and their weighted average exercise price:

57

The weighted average GDR price during 2010 amounted to US$ 4.8(2009; US$ 25.14). The following table details the range of exercise prices and the
Range of exercise price in US$ 9.20 Nil

At January 1 Granted Forfeited Exercised Expired Rights Issue At December 31 thereof exercisable

Average exercise price in US$ per GDR option granted 9.20 9.20 -

2010 GDR options (thousands) 4 (4) -

GDRs granted for free (thousands) 723 1,831 (190) (203) 1,353 3,514 1,377

Average exercise price in US$ per GDR option granted 9.20 9.20 -

2009 GDR options (thou- GDRs granted for sands) free (thousands) 4 4 4 504 467 (90) (158) 723 198

Transactions with WIND TELECOM Group The Group is directly controlled by WIND TELECOM SpA. Transactions with WIND TELECOM SpA and its subsidiaries mainly relate to management fees charged by the Company and interconnection traffic between the Group and the subsidiaries of WIND TELECOM SpA, and particularly Wind Telecomunicazioni SpA. In addition to the information presented above, in January 2009 the Company sold its investment in M-Link to TLC SERVIZI S.p.A now (Wind International Services S.p.A.), a wholly owned subsidiary of Wind Telecomunicazioni S.p.A for a cash consideration of US$ 78 million. Following the acquisition the name was changed to WIS sarl. Transactions with M-Link since the sale are disclosed in the line WIS Sarl. Finally, in 2010 the Group sold its investment in Orascom Telecom Services Europe to WIND TELECOM SpA for a cash consideration of Euro 1.5 million. Transactions with Joint Ventures of the Group Transactions with joint ventures of the Group mainly refer to transactions with OTT relating to interconnection traffic and the sale of handsets. Transactions with Associates of the Group

35. Contingent liabilities The Group is subject to various legal proceedings and claims which arise in the ordinary course of business due to the nature of the operations of the Group and the nature of the markets where the Group operates. The Group recognizes a provision for losses and liabilities when the existence is certain or probable. As of December 31, 2010 the Company is a party in a number of legal cases which resulted from carrying out its activities. Based on the legal advice obtained, the Companys management believe that the outcome of these lawsuits, individually or in aggregate, would not be material to the Groups results. PMCL tax claims Income tax proceedings PMCL is involved in proceedings regarding tax claims up to the tax year 2007, whereby the tax authorities conducted assessments by curtailing expenditure claimed by PMCL. PMCL has tax claims up to year 2007 which the tax authorities either framed or assessed. PMCL has filed appeals to the appellate authorities against the reassessment orders. The disputed demand against the above assessments framed/ amended aggregates to Rs. 1,920.51 million equivalent to US$ 22.4 million. The company has made a provision for such assessments for an amount of RS 191 million equivalent to US$ 2.2 million. Sales tax proceedings The tax authorities levied sales tax/federal excise duty aggregating Rs. 3,254 M equivalent to US$ 38 million for the year 2008. The parent company has filed appeal against the order before CIR(A). A writ petition has been filed with the High Court. The tax authorities issued orders for the years 2007 to 2009 for an aggregate amount of Rs 838 M equivalent to US$ 9.8 million on account of FED by contending that the parent company was Franchisee of IWCPL. The parent company has filed appeal against these orders before the CIR(A). A writ petition has also been filed before the High Court and stay against recovery of tax demand has been granted in this respect. Telecom Egypt Interconnection Prices Telecom Egypt filed a complaint with the National Telecommunication Regulatory Authority (NTRA), with the purpose of changing its interconnect prices with the mobile operators, with which it has existing contracts. ECMS responded to the complaint before the NTRA Dispute Resolution Committee asking to honor the existing effective contract between ECMS and Telecom Egypt. The NTRA issued a ruling on the dispute on September 3, 2008 in favor of Telecom Egypt by changing the interconnect prices between the fixed and mobile networks to be effective from that date. ECMS informed the NTRA of its objection and rejection of the decision as it has no legal or contractual basis and that we intend to bring the matter to the courts in order to protect our interest. On November 01, 2008 a law suit against the NTRA was filed in the Administrative Court at the State Counsel asking for staying and nullifying the NTRA decision. On September 3, 2009 and based on the interconnect agreement (article (25) first paragraph) the Company filed an arbitration against TE according to the rules of The Cairo Regional Center for International Commercial Arbitration in order to settle the existing dispute between the two parties. On October 9, 2009 TE sent an initial response and a counter claim in the arbitration filed against it.

weighted average remaining contractual life of outstanding awards as of December 31, 2010 and 2009:

December 31, 2010 December 31, 2009 Weighted average Number of GDRs Weighted average Weighted average Number of GDRs Weighted average exercise price in (thousands) remaining life in exercise price in (thousands) remaining life in US$ months US$ months 9.20 9.20 4 Nil 3,514 26 Nil 723 29 Exercise price in US$ per GDR 0 - 9.20 GDRs (thousands)

The table below sets forth the awards outstanding as of December 31, 2010 and their expiry dates:
Expiry date December 31 2010 2011 2012 2013 2014 2015 Total 2010 1,377 1,984 153 3,514

34. Related party transactions Transactions with subsidiaries, associates, with the Parent Company and its subsidiaries and other related parties are not considered atypical or unusual, as they fall within the Groups normal
(In millions of US$) WIND TELECOM Group Wind Telecom SpA Wind Telecomunicazioni SpA WIS sarl OTSE Joint ventures OTT Associates GWMC ECMS Other related parties Orascom Construction Industries Summit Technology (Orascom Technology Solution) Orascom Trading Contract facilities management Total (In millions of US$) WIND TELECOM Group Wind Telecom SpA Wind Telecomunicazioni SpA WIS sarl Rain Srl Joint ventures OTT Associates GWMC ECMS Other related parties Summit Technology (Orascom Technology Solution) Orascom Trading Total

2009 24 18 453 130 79 23 727

OTH provided financing to GWMC, an associate of the Group, in connection with the funding of the acquisition of the spectrum licenses. For further details see Note 21 Other financial assets. During 2009 and until July 14, 2010 ECMS was a joint venture and subsequently became an associate. For comparability purposes all transactions have been shown in the same line. Transactions with ECMS mainly relate to interconnection traffic and the sale of handsets. Transactions with other related parties The Group is indirectly controlled by the Sawiris family. Transactions with entities under the control of the Sawiris family mainly refer to transactions with Orascom Construction Industries, Orascom Technology Solutions, Orascom Trading and Orascom Training & Technology. Transactions with Orascom Technology Solutions mainly refer to maintenance activities of electronic hardware and software carried out for the Group. Orascom Construction Industries and Orascom Trading mainly provide maintenance and construction services for the buildings the Group is working in, whereas transactions with Orascom Training & Technology mainly include management training programs. A balance of US$ 6 million is outstanding from one member of the board of directors and this amount will be settled against his ESOP plan entitlements on exercise and vested. Key management compensation Key management includes executive and non executive directors of the Board of Directors of the Company, the Companys chief financial officer, other managing directors considered key personnel and the chief executive officers of significant subsidiaries and joint ventures. The compensation paid or payable to key management for employee services is shown below:
(In millions of US$) Salaries and other short-term employee benefits Equity settled share based payments 2010 11 3 2009 11 9

course of business and are conducted under market conditions that would be performed by independent third parties. The main related party transactions are summarized as follows:
Purchase of services and goods 2010 2009 1 64 10 3 78 Receivables 2009 5 1 26 1 643 1 1 678 1 65 2 7 12 1 88 2010 2 8 10 Payables Interest income 2010 2009 36 36 2009 4 16 2 1 1 24 32 32

Sale of services and goods 2009 2010 9 1 88 3 11 112 12 3 78 4 8 105 2010 6 1 15 802 2 826

58

On December 31, 2009 the NTRA issued a decree (which was amended by another decree on January 14, 2010) making new changes to the interconnect prices between the different operators to be applied retroactively from September 1, 2009. The decrees were based on the September 03, 2008 decision. ECMS filed an administrative claim to stay and nullify the 2 decrees. On June 5, 2010 the administrative court accepted the summary request in the lawsuits filed by the Company and therefore ruled: First: Staying the implementation of the first appealed decision dated 3/9/2008 related to items 2, 8, 9 -and all effects related to its consequences- that sets the interconnection tariffs for outgoing calls initiated from Telecom Egypt terminated on Mobinil network at 11.3 P.T. per minute and setting interconnect tariffs for outgoing calls initiated from Mobinil terminated on Telecom Egypt at 6.5 P.T. per minute, and obliged the defendant to pay all the expenses related to this lawsuit. Second: Staying the implementation of the second appealed decision dated 31/12/2009 -and all effects related to its consequences - that was amended by the decision dated 14/01/2010, which sets interconnect tariffs for outgoing calls initiated from mobile operators networks (Vodafone Egypt & Etisalat Egypt) and also Telecom Egypt network terminated on Mobinil network at 8.5 P.T per minute calculated on seconds basis, and setting interconnection tariffs for outgoing calls initiated from Mobinil terminated on Vodafone Egypt network at 10 P.T per minute calculated on the basis of the second and the terminated on Etisalat Egypt network at 11 P.T per minute calculated on the basis of the second and the terminated on Telecom Egypt network at 6.5 P.T per minute calculated on the basis of the second, and what was included in this decision from setting tariffs by the NTRA on a regular basis and when needed, and obliged the defendant to pay all the expenses related to this lawsuit. The administrative court has referred the lawsuit to the state commissioners authority to prepare a legal opinion concerning the request to nullify the said decisions. The NTRA appealed the staying decision before the High Administrative Court. The State Commissioner issued its advisory report on December 6, 2010 in the summary appeal, recommending the reversing of the summary decision rendered on June 05, 2010 in favor of ECMS. The High Administrative Court shall decide on the appeal after hearing the parties reply to the State Commissioner report. ECMS and its external legal counsel believe that it has a strong legal position as the NTRAs decisions do not have legal or contractual ground, hence interconnect revenue and costs continued to be recorded based on the existing agreement with Telecom Egypt and other mobile operators. If ECMS had applied these decisions, the Groups profit before any income tax effects would have decreased by US$ 30 million for the year ended December 31, 2009 and US$ 43 million for the year ended December 31, 2010. OTA tax claims OTA has been inspected by the tax authorities up to the end offiscal year 2009 which has resulted in three tax claims. Year 2004 On April 27, 2009 OTA has received a final tax assessment relating to 2004 tax year amounted to DZD 3,948 million equivalent to US$ 53.2 million .The Company filed a claim against the tax authority after the payment of 20% of final tax assessment . In January 2010 the company received a refusal on the objection

dated June 2009. OTA subsequently filed an appeal before the Central Committee which was subsequently rejected. On April 4, 2010 an appeal was filed before the Administrative Algerian Court Tribunal Administrative Algrienne. An amount of DZD 4,532 million equivalent to US$ 61 million, including penalties of DZD 584 million equivalent to US$ 7.9 million has been paid in relation to this tax assessment in order to proceed with the various appeals. Years 2005-2007 In November, 2009, OTA received a final tax assessment of the years 2005 until 2007, amounting to DZD 43,910 million DZD, equivalent to US$ 591.4 million. Approximately 85% of the assessed amount is due to a rejection of OTAa accounts by the DGE (Tax Department for Large Scale Companies) .OTA has appealed the assessments after the payment of 20% of final tax assessment. On March 4, 2010 OTA received a rejection on its administrative appeal filed in December 2009. In order to file its second appeal, OTA paid a further 20% of the remaining outstanding balance of the taxes and penalties assessed by DGE, amounting to approximately US$ 110 million. On March 30, 2010 the subsequent appeal was declined. On April 4, 2010 OTA filed before the Administrative Algerian Court Tribunal Administrative Algrienne. An amount of DZD 47,548 million equivalent to US$ 640.4 million, including penalties of DZD 3,639 million equivalent to US$ 49.18 million has been paid in relation to this tax assessment in order to proceed with the various appeals. Payment of the remaining penalties amounting to DZD 1,767 million equivalents to US$ 23.8 million has been suspended until final ruling of the Administrative Court. Years 2008-2009 In November 2009, OTA received a final tax assessment relating to the tax years 2008 and 2009 amounting to DZD 17,064 million equivalents to US$ 229.8 million. On February 6, 2011, OTA paid the full amount of the tax claim to avoid penalties. During February 2011 OTA filed an appeal before the Administrative Algerian Court Tribunal Administrative Algrienne. In relation to the above disputes, based on a technical report prepared by an external expert, OTA has accrued a provision of DZD 6,802 million as follows: DZD 908 million (equivalent to US$ 12.2 million) for 2004 tax claim DZD 2,957 million (equivalent to US$ 39.8 million) for 2005/2007 tax claim DZD 2,937 million (equivalent to US$ 39.5 million) for 2008/2009 tax claim The experts report assumes that the reject of accounting is arbitrary and the related tax assessments have been disregarded by the experts estimate. All amounts will be recoverable if OTAs case against the tax authority is successful. Pioneer Investment Ltd The Jordanian Tax Authority claims for JD 49.2 million, equivalent to USD 69.4 million income tax against Pioneer Investment Ltd. in connection with the sale of Fastlink (Jordan Mobile Telecommunication Services) in 2002 to MTC by Pioneer Investment Ltd a wholly owned subsidiary of OTH.

Orascom Telecom Iraq Disposal Warranties Orascom Telecom Iraq upon the disposal of its investment in (Iraqna for Mobile Services-subsidiary) the company provided warranty to the purchaser of the investment. This warranty, which in respect of tax covenant claims, of which no more than US$ 60 million shall be payable in relation to tax covenant claim. Ring Group During 2009 Ring Group received tax claims amounting to US$ 46 million relating to the tax period 2005/2008. A provision for the assessment amounting to US$ 9 million has been accrued. No further appeals were made by Ring Group and as such the amount became payable. No further payments have been made and management have not made any provision as liquidation of this company is in process. Intouch Group Intouch group received a tax claim amounting to DZD 205 million in addition to DZD 51 million equivalents to USD 3.4 million. On January, 2009 the company paid 20% from total tax claim in order to be able to appeal against that claim. The subsidiary was granted a tax exemption amounting DZD 205 million and the remaining amount of DZD 51 million was recorded as provision. Wind Canada In January 2010, Globalive Wireless Management Corp. was named as a respondent in an application by Public Mobile Inc. to the Federal Court of Canada for an order overturning the December 2009 Cabinet order which permitted GWMC to launch its wireless operations. In that December 2009 order, the Cabinet had determined that the Company met the requirements of Canadas ownership and control rules and was, therefore, eligible to commence operations. On February 4, 2011, the Federal Court ruled that the Cabinet order contained two errors and should be quashed. WIND Mobile and the Canadian Government have appealed the decision and the decision has been stayed pending the resolution of the appeal. Telecel Globe Group Telecel CAR On, August 2009, Telecel CAR received from the Post and Telecommunication Ministry a license revaluations document, stipulated that TCAR should pay a complement amount of 1B XAF equivalent to US$ 2 million for the licensee. Telecel did not pay this amount and no provision has been booked. Telecel has sent a request to the government in which it proposes the payment of the revaluation of the licence. This payment is conditioned by the recovery of receivables due to Telecel CAR by Socatel (public operator) and Government 712 million XAF equivalent to US$ 1.4 million . The amount that has been paid on Q4 2010 by Telecel is 400 million XAF equivalent to US$ 812,994 instead of 288 million XAF equivalent to US$ 585,356. Also, Telecel has paid an amount of 663 million XAF equivalent to US$ 1.3 million , as agreement fees, these amounts have been booked on costs, but they have not received any bill or agreement relating to this fees. U-Com On January 2010 UCOM a subsidiary of Telecel Globe received from the tax administration preliminary assessment amounting to US$ 11 million .The company has booked a total provision with an amount US$ 7 million.

On August 2010, A compromise has been signed between U-COM and local tax authority, U Com agreed to pay US$ 3.1 million as advance before the end of year 2010, the company already paid US$ 1.9 as at 30 September 2010 in order to resolve all pending issues relating to the tax due relating to financial years 2008 and 2009. Letters of credit and guarantee The Group has provided guarantees and letters of credit in the ordinary course of business of the Groups activities. Guarantees include the following: -Letters of guarantee provided by Ring Egypt to suppliers .The Companys share in letters of guarantee is equivalent to US$ 8.9 million. -Letter of Guarantee amounting to US$ 1 million in favor of NTRA to guarantee MENA Cable execution of its entire obligation related to constructing, operating and renting sea cables networks and its infrastructure for international communications. -Letter of guarantee in a favor of Lebanon Ministry of Telecommunication (ROL) to guarantee OTH in the payment of any amount due by the selected Participant to ROL amount with US$ 30 million. -Guarantee provided by Orascom Telecom Bangladesh in favor of Ministry of Post & Telecommunication, the Chief Controller of Exports and Imports and Power development board existed of BDT 99 million equivalents to US$ 1.40 million. -Guarantee provided by MENA Cable in favour of Gulf Ridge International amounting to US$ 29.1 million. 36. Subsequent events VimpelCom Transaction VimpelCom Ltd. (VimpelCom) and WIND TELECOM S.p.A. (WIND TELECOM formerly, Weather Investments S.p.A.) announced in October 2010 that they had signed an agreement to combine the two groups (the Transaction). At the closing of the Transaction, VimpelCom Ltd will own, through WIND TELECOM, 51.7% of Orascom Telecom Holding S.A.E. (Orascom Telecom) and 100% of Wind Telecomunicazioni S.p.A. (Wind Italy). Under the terms of the Transaction, WIND TELECOMS shareholders will contribute to VimpelCom their shares in WIND TELECOM in exchange for a consideration consisting of 325,639,827 newly issued VimpelCom common shares, US$1.8 billion in cash and certain assets that will be demerged from orascom Telecom and from Wind Italy. The WIND TELECOM interests in these assets, which principally comprise Orascom Telecoms investments in Egypt and North Korea, will be transferred to the current WIND TELECOM shareholders. Wind Hellas Telecommunications S.A. in Greece is entirely excluded from the Transaction. On March 17, 2011 it was announced that the majority of VimpelCom shareholders had voted in favour of the issuance of VimpelCom common shares and convertible preferred shares and the increase of VimpelComs authorized share capital needed to complete the combination. Following this favourable outcome, the management teams of VimpelCom and WIND TELECOM will proceed in satisfying the conditions precedent for the completion of the Transaction, which is expected to take place in the first half of 2011. On March 29, 2011 the Company announced that it has obtained the consent of the Egyptian Financial Supervisory Authoritys to convene its Ordinary General Meeting and Extraordinary General Meeting on April 14, 2011 to vote on certain resolutions related to the previously announced expected combination of WIND TELECOM S.p.A. with VimpelCom Ltd. The resolutions to be voted on include:

59

Refinancing Plan: the approval of a refinancing plan to repay the Companys outstanding secured and high yield debt together with certain derivative transactions for an amount of approximately US$ 2.7 billion. The refinancing plan will be entered into as a related party transaction with VimpelCom (or one of its affiliates) following the closing of VimpelComs combination with WIND TELECOM, and under which VimpelCom would provide the funding to refinance the Companys secured and high-yield debt, together with certain derivative transactions. The combination of WIND TELECOM and VimpelCom triggers the refinancing of the senior secured credit facility and equity linked notes. In addition, the refinancing of the high yield notes will facilitate the execution of the demerger. Increase in Authorized Share Capital: an increase in the Companys authorized share capital to EGP 14 billion. Pursuant to the proposal to increase the authorized share capital from EGP 7.5 billion to EGP 14 billion, the current issued and paid-in capital will remain the same. Any future issuances will be undertaken in order to repay debt, will offer customary preemptive rights to all shareholders, and will be issued at fair market value rather than par value. Demerger Plan: the approval of the planned demerger from OTH of Orascom Telecom Media and Technology Holding S.A.E. (OTMT) a company to be formed at the time of the demerger. OTMT will hold certain assets of OTH that are not intended to form part of the VimpelCom WIND TELECOM group going forward, including OTHs interests in Egyptian Company for Mobile Services, CHEO Technology Joint Venture in North Korea, Orascom Telecom Ventures S.A.E. (formerly Intouch Communications Services S.A.E.) as well as other investments in the media and technology sectors, including undersea cable assets. The split of OTH into two separate companies will be conducted by the way of a demerger of OTMT and will result in existing shareholders of OTH holding the same percentage interest in OTMT as they hold in OTH as of the record date of the demerger. Following the effectiveness of the demerger and consummation of the VimpelCom-WIND TELECOM transaction, WIND TELECOMs then owned 51.7% indirect stake in OTMT will be transferred to Weather Investments II S. r.l. (Weather II), the current main shareholder of WIND TELECOM, as part of the consideration for the VimpelCom-WIND TELECOM transaction. Weather II has notified OTH that it intends to cause OTMT, following the completion of the demerger and the listing of OTMT shares on the Egyptian Stock Exchange, to launch a voluntary tender offer to buy back all of OTMTs issued shares at fair market value (the Buyback Tender Offer). An independent financial advisor registered with EFSA will be appointed to give a view on the fairness of the valuation of the cash or other consideration offered to OTMT shareholders. Any Buyback Tender Offer will comply with all applicable legal require-

ments. On April 14, 2011 Orascom Telecom Holding S.A.E announced that the Companys shareholders approved all of the items on the Ordinary and Extraordinary General Assembly Meetings , Shareholders approved the following significant resolutions, among others: 1. The approval of a refinancing plan to refinance the Companys outstanding secured and high yield debt together with certain derivative transactions in an amount of approximately US$2.7 billion. 2. An increase in OTHs authorized share capital to EGP 14 billion to US$ 2.4 billion (with the issued and paid-in capital remaining unchanged). 3. The approval of the planned demerger from OTH of Orascom Telecom Media and Technology Holding S.A.E. (OTMT), a company to be formed at the time of the demerger. OTMT will hold certain assets of OTH that are not intended to form part of the VimpelCom-WIND TELECOM group going forward, including OTHs interests in Egyptian Company for Mobile Services (ECMS), CHEO Technology Joint Venture company (koryolink) in North Korea, Orascom Telecom Ventures S.A.E. (formerly Intouch Communication Services S.A.E.), as well as other investments in the media and technology sectors, including undersea cable assets. Other events As described in Note 6, Assets and Liabilities Classified As Held For Sales and Discontinued Operations, on January 5, 2011 the Company announced that it had completed the sale of its entire shareholding in Orascom Tunisia Holding Ltd and Carthage Consortium Ltd. for a total cash consideration of US$ 1.2 billion. On January 17 2011,Orascom Telecom Holding announced obtained the support of its Senior Secured Lenders for relief from representations, warranties, and covenants in the credit agreements as they relate to Orascom Telecom Algeria (OTA), in order to provide the Group with greater flexibility while it assesses its alternative options relating to OTA. On March 1, 2011, Orascom Telecom Holding (OTH) announced that it has been awarded an extension to the management contract of Alfa with the Republic of Lebanon, for a further year commencing on February 1, 2011. The terms of this new contract remain the same whereby, OTH receives a monthly sum of US$ 2.5 million in addition to 8.5% of total revenues. Out of these amounts, OTH is liable to cover all the operational expenses (OPEX) of the network and is entitled to keep the remainder as management fees. The Republic of Lebanon is fully responsible for the CAPEX during the contract period.

Liabilities to banks

Current

Noncurrent

Total

Currency

Nominal

Millions of USD Orascom Telecom Holding S.A.E. A1 Term Loan Supplemnt A2 Term Loan Supplemnt Revolving Credit Supplemnt NSGB NSGB-1 NSGB-4 253 132 2 387 621 323 1,002 1 1 1 1,949 874 455 1,004 1 1 1 2,336 USD USD USD EGP EGP EGP

Line of credit Millions of contract currency 888 462 1,000 4 9 8 987 513 1,000 6 15 9

Maturity

Securities

17/04/2013 17/04/2013 17/04/2013 03/08/2014 28/02/2013 31/07/2015

Secured Secured Secured unsecured unsecured unsecured

Pakistan Mobile Communications Limited Citibank N.A - Islamabad - Pakistan Royal Bank of Scotland (Formerly ABN AMRO Bank)- Islamabad- Pakistan Habib Bank Limited - Islamabad - Pakistan (2007) Royal Bank of Scotland, London - Citibank London - ECGD - ECA Royal Bank of Scotland, London - Citibank London - COFACE Loan - ECA Royal Bank of Scotland, London -AB Svensk ExportKredit - Sweeden - Hermes - ECA Royal Bank of Scotland, London -The OPEC Fund for international Development - ECA Royal Bank of Scotland, London; Citibank International plc; Sumitomo Mitsui Banking Corporation Europe Limited - ECGD - ECA Round II Royal Bank of Scotland London; Citibank International plc; Sumitomo Mitsui Banking Corporation Europe Limited - Coface - ECA Round II Royal Bank of Scotland, London; Citibank International plc; Sumitomo Mitsui Banking Corporation Europe Limited - Hermes - ECA Round II DEG - Germany FMO - Netherlands MCB Bank Limited (PKR 22.060 Billion) Islamabad - Pakistan SCB Bank Limited STFA (PKR 5.1 Billion) Islamabad Pakistan Dubai Islamic Bank (Pakistan) Ltd Ijara Facility PKR 700 Million Silkbank Limited PKR 400 Million

2 21 12 7 25 5 3

21 23 3 -

2 42 35 10 25 5 3

PKR PKR PKR USD EUR EUR EUR

158 3,548 3,000 10 19 4 3

1,740 3,548 3,000 48 125 46 10

7/02/2011 18/12/2012 18/12/2013 28/02/2012 30/12/2011 29/03/2011 15/12/2011

Secured Secured Secured Secured Secured Secured Secured

12

27

39

USD

40

70

28/02/2014

Secured

20

26

46

EUR

36

85

31/12/2013

Secured

27 7 7 60 21 229

13 13 13 214 29 8 5 395

40 20 20 274 50 8 5 624

EUR EUR EUR PKR PKR PKR PKR

30 15 15 22,060 4,250 700 400

110 20 20 22,060 5,100 700 400

16/03/2012 15/08/2013 15/08/2013 1/04/2014 5/09/2013 5/09/2012 30/07/2015

Secured Secured Secured Secured Secured Secured Secured

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Current Non-current Total Millions of USD Orascom Telecom Bangladesh Limited Hermes Facility USD Commercial Faciilty DFI Facility BDT A Facility BDT B Facility Standard Chartered Bank, London Commercial Bank of Ceylon Citibank, N.A. Standard Chartered Bank BRAC Bank Ltd. Eastern Bank Ltd. The City Bank Short Term WCS - SCB - 650mln Short Term WCS - SCB - 1.21bln Mutual Trust Bank Limited Dutch Bangla Bank Limited 16 32 7 9 3 6 1 9 14 6 1 3 9 17 6 1 140 Orascom Telecom Algeria S.P.A. Hermes loan Med Cable Limited Export Credit Loan Calyon 20 20 3 3 44 56 18 4 7 33 162 25 25 60 88 25 13 10 39 1 9 14 6 1 3 9 17 6 1 302 45 45 3 3

Currency

Nominal Line of credit Millions of contract currency 62 89 26 945 714 43 100 650 1,000 400 100 200 650 1,210 360 100 120 130 30 2,520 1,020 50 100 650 1,100 400 950 200 650 1,210 360 100

Maturity

Securities

Bonds Pakistan Mobile Communications Limited Royal Bank of Scotland and Deutsche Bank Securities Inc. (Euro Bond) Pak Oman Investment Company Limited - Karachi - Pakistan (Trustee - Public Listed TFC) Allied Bank Limited - Karachi - Pakistan (2007) Orascom Telecom Finance SCA Senior Notes OTFSCA Orascom Telecom Bangladesh Limited Senior Secured Bonds Due 2014 Orascom Telecom Oscar Indexed linked notes Total Bonds

Current

Non-current Millions of USD

Total

Currency

Nominal Maturity Millions of contract currency 112 3,256 4,257 13/11/2013 31/05/2013 28/10/2013

Securities

USD USD USD BDT BDT USD BDT BDT BDT BDT BDT BDT BDT BDT BDT BDT

7/1/2014 8/1/2013 15/06/2014 30/06/2012 30/06/2014 30/09/2016 28/02/2011 Renewal in process 16/03/2011 Renewal in process 31/05/2011 Renewal in process 30/07/2011 26/08/2011 Renewal in process Renewal in process

Secured Secured Secured Secured Secured Secured UnSecured UnSecured UnSecured UnSecured UnSecured UnSecured UnSecured UnSecured UnSecured UnSecured

2 13 1

111 19 45

113 32 46

USD PKR PKR

Unsecured Secured Unsecured

23

741

764

USD

750

8/2/2014

Unsecured

19

78

97

BDT

7,070

30/06/2014

Secured

2 60.00

266 1,260.00

268 1,320

USD

230

18/02/2013

Secured

USD EUR

47 2

86 12

15/11/12 13/09/2011

Secured Guaranteed by OTH

Current Non-current Millions of USD Telecel Globe Limited Nedcapital Investec bank Banque de development des etats de lafrique Central March 2007 Ecobank CentrAfrique S.A Banque Populaire Maroco Centrafricaine Banque Populaire Maroco Centrafricaine overdraft Commercial Bank Centrafrique - overdraft Trans World Associates (Private) Limited United Bank Limited Habib Bank Limited Allied Bank Limited Askari Bank Limited Standard Chartered Bank Pakistan Limited Pak Oman Investment Company Limited 23 23 1 1 2 1 1 52 1 1 2 833 3 4 7 1 1 1 1 1 1 6 2,544

Total Currency Nominal Line of credit Millions of contract currency 23 23 4 5 2 1 1 59 2 2 1 1 1 1 8 3,377 PKR PKR PKR PKR PKR PKR 124 91 72 62 62 54 345 252 200 173 173 150 NAD NAD XAF XAF XAF XAF XAF 156 156 2,140 2,466 850 375 546 156 156 2,464 3,000 850 300 500

Maturity Securities

30/06/2016 Secured 30/06/2016 Secured 30/06/2015 Secured 08/10/2014 28/02/2012 12 months revolving 12 months revolving 27/11/2013 27/11/2013 27/11/2013 27/11/2013 27/11/2013 27/11/2013 Secured Secured Unsecured Unsecured

secured secured secured secured secured secured

Total - liabilities to banks

61

Subsidiaries, joint ventures and associates Country of domiciliation North Africa Algeria Algeria Algeria Algeria Algeria Algeria Algeria Morocco Tunisia Tunisia Tunisia Tunisia Tunisia Asia Bangladesh Bangladesh Bangladesh North Korea Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Middle East Dubai Dubai Dubai Dubai Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Iraq Lebanon Palestine Qatar

Shareholding (directly/indirectly) held by Orascom Telecom Holding Orascom Telecom Algeria S.P.A. Data Base Management services Algeria Ring Algeria LLC MobiZone Algeria Algeria Win Call Consortium Algerian Telecommunication S.P.A. Ring Algeria Services Kenza Telecom Morocco Ring Tunisia Ring Distribution Tunisia Ring Retail Tunisia Orascom Telecom Tunisie S.A. Mobizone Tunisia Orascom Telecom Bangladesh Limited Ring Bangladesh MobiZone Bangladesh (CHEO Technology JV (DPKR Pakistan Mobile Communications Limited Business & Communications Link Direct International Limited MobiZone Pakistan (Pvt.) Limited Trans World Associates (Private) Limited Ring Pakistan Ring Pakistan Service Call Pack Pakistan Link Pakistan Ltd. LinkdotNet Pakistan Wwaseela Bank Global Entity for Telecom Trade FZE Ring Dubai LinkDotNet Dubai MobiZone Dubai Middle East and North Africa Submarine Cable System Mena Cable Cortex Egypt Ring for Distributions Advanced Electronic Industries Connect MMMS Intouch for Telecommunication Services Link Egypt Into Net Arab Finance Securities Link Development Link Online Egypt Arpu for Telecommunication Services Global Telecom Egypt Call Mobinil Services Egypt Mobinil for Telecommunication S.A.E. Egyptian Company for Mobile Services S.A.E. E.C.P. OTH for mobile phone investments Ring Iraq Orascom Telecom Lebanon Pal Call Palestine LDN Qatar

Selected subsidiaries, joint ventures and associates 96.81% 100.00% 98.01% 100.00% 100.00% 50.00% 97.02% 100.00% 78.21% 77.43% 76.65% 50.00% 100.00% 100.00% 98.98% 100.00% 75.00% 100.00% 100.00% 100.00% 100.00% 51.00% 94.59% 94.59% 100.00% 99.99% 100.00% 100.00% 100.00% 96.53% 100.00% 100.00% 100.00% 94.00% 99.00% 96.52% 78.58% 98.80% 100.00% 99.96% 51.00% 100.00% 100.00% 100.00% 100.00% 94.87% 98.98% 35.86% 28.75% 34.67% 51.00% 100.00% 96.53% 100.00% 98.99% 100.00% Country of domiciliation Saudi Arabia Saudi Arabia Burundi Central Africa Sudan Namibia Canada Canada Canada Canada Canada Canada British Virgin Islands France Italy Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Netherland Switzerland United Kingdom United Kingdom United Kingdom Shareholding (directly/indirectly) held by Orascom Telecom Holding Link Dot Net Saudi Arabia Mobi Zone Saudi Arabia U-Com Burundi S.A. Telecel Centrafrique S.A. Sudan Call Power-com Cell one Globalive Investment Holdings Globalive Canada Holdings Globalive Wireless Management Gloablive Wireless LP (GELP) Globalive Telecom Holdings Orascom Telecom Holding (Canada) Limited Arab Call Ltd. (BVI) Orascom Telecom Wireless Europe MobiZone Italy Orascom Luxembourg Sarl Orascom Luxembourg Finance SCA Orascom Telecom Sarl Orascom Telecom Finance SCA Orascom Telecom Acquisition Orascom Telecom One Sarl Orascom Telecom Oscar Sawyer Limited Orascom Telecom Eurasia Limited Oratel International Inc plc Moga Holding Limited International Wireless Communications Pakistan Limited TMGL Telecel International Limited Orascom Tunisia Holding Carthage Consortium Limited Orascom Iraq Holding Orascom Telecom Iraq Corporation Orascom Telecom Ventures Limited Telecel Globe Limited Orascom Telecom Holding (Malta) Canada Limited M Link Limited Minimax Ventures Financial Powers Plan Limited Orascom Telecom ESOP Limited Orascom for International Investment Holding Data Base Management services Limited Orascom Telecom CS Orascom Telecom Netherland Telecel International S.A. Switzerland Med Cable Limited Orascom Telecom WiMax International Telecommunication Consortium Limited 100.00% 100.00% 100.00% 100.00% 70.00% 100.00% 47.60% 65.40% 65.40% 65.40% 65.40% 100.00% 100.00% 100.00% 98.01% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 50.00%

Central Africa

North America

Europe

62

Auditors report To the shareholders of Orascom Telecom Holding S.A.E

We have audited the accompanying consolidated financial statements of Orascom Telecom Holding S.A.E. which comprise the consolidated balance sheet as at 31 December 2010, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and statement of consolidated cash flows for the financial year then ended, and a summary of significant accounting policies and other explanatory notes. Managements responsibility for the financial statements These consolidated financial statements are the responsibility of Companys management. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Egyptian Accounting Standards and in the light of the prevailing Egyptian laws, management responsibility includes, designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; management responsibility also includes selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit and we conducted our audit in accordance with the Egyptian Standards on Auditing and in the light of the prevailing Egyptian laws. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Orascom Telecom Holding S.A.E as of 31 December 2010, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with the Egyptian Accounting Standards and the Egyptian laws and regulations relating to the preparation of these consolidated financial statements. Emphasis of a matter Without qualifying our opinion, we draw attention to note (36) Contingent liabilities for the following: 1Some subsidiaries received tax assessment from the tax authorities in the territories in which they operate. Management believes that these assessments are excessive, and intends to challenge the assessments through the proper legal channels. Currently, the management of these subsidiaries cannot make reliable estimate of tax exposures.

Consolidated financial statements and auditors report

(in Eas/EGP)

Consolidated Balance sheet Consolidated Income statement Consolidated statement of Comprehensive Income Consolidated statement of Changes in Equity Consolidated statement of Cash flows Notes to the Consolidated financial statements appendix a - Liabilities to Banks appendix B - Bonds appendix C - scope of Consolidation

2- Egyptian Company for Mobile Services (ECMS) associated entity filed a lawsuit against the National Telecommunication Regulatory Authority (NTRA) to cancel NTRAs decision relating to the amendments of the interconnect prices between the fixed and mobile networks. The Company and its external legal counselor believe that the possibility of winning the lawsuit is probable as NTRAs decision does not have legal or contractual ground, therefore the Company continued to recognize interconnect revenue and cost from and to Telecom Egypt based on the existing agreement.

Cairo, 19 April, 2011

KPMG Hazem Hassan

63 Consolidated balance sheet as at 31, December Consolidated income statement for the year ended December 31

(in million of EGP) Assets Property and equipment Intangible assets Investment in associates Other non-current financial assets Deferred tax assets Total non-current assets Inventories Trade receivables Other current financial assets Current income tax receivables Other current assets Cash and cash equivalents assets held for sale Total current assets Total assets Equity and liabilities share capital Treasury shares reserves retained earnings Equity attributable to equity holders of the Company Minority Interest Total equity Liabilities Non-current borrowings Other non-current liabilities Provisions Deferred tax liabilities Total non-current liabilities Current borrowings Trade payables Other current liabilities Income tax liabilities Provisions Liabilities held for sale Total current liabilities Total liabilities Total equity and liabilities

Note

2010

2009

Continuing operations 27,526 12,262 4,657 654 45,099 304 1,828 629 553 2,084 4,184 606 10,188 55,287 889 (166) (802) 6,885 6,806 763 7,569 26,747 662 35 1,191 28,635 5,483 5,745 6,006 1,032 517 300 19,083 47,718 55,287 revenues Other income Purchases and services Other expenses Personnel costs Net unusual inventory loss Depreciation and amortization Impairment charges Net unusual capital loss Disposal of non current assets Operating income financial income financial expense foreign exchange (loss)/ gain Net financing costs share of loss of associates Impairment of financial assets Profit before income tax Income tax expense (Loss)/ profit from continuing operation Discontinued operations Profit from discontinued operation (net of income tax) Profit for the year Attributable to: Owners of the Company Minority Interest Profit for the year Basic and diluted earnings per share

(in million of EGP)

Note

2010

2009 Represented 21,560 182 (10,142) (1,161) (1,481) (4,462) (692) 157 3,961 316 (2,616) (442) (2,742) (572) (271) 376 (1,358) (982) 20,980 195 (10,217) (905) (1,472) (68) (4,242) (214) (84) 236 4,209 493 (2,470) 148 (1,829) (263) 2,117 (1,486) 631

19 20 21 22

23 21 24 25 6

21,710 8,585 2,114 6,028 417 38,854 330 1,503 266 486 5,251 4,784 2,431 15,051 53,905 5,246 (150) (572) 7,724 12,248 459 12,707

7 8 9 10 13 11 12 13 14 15 15 15

16 17 18

27

22 27 29 28

22,315 647 4 1,086 24,052 5,640 4,711 4,317 857 498 1,123 17,146 41,198 53,905

2,107 1,125 881 244 1,125 0.17

1,565 2,196 1,845 351 2,196 0.42

30

(The notes from (1) to (37) are an integral part of these consolidated financial statements)

(The notes from (1) to (37) are an integral part of these consolidated financial statements)
Group CFO aldo Mareuse Chief Executive Officer Khaled Bichara auditors report attached

64 Consolidated statement of comprehensive income for the year ended December 31

2010 1,125 (9) 32 273 296 1,421 1,173 248 1,421 2009 2,196 (9) 138 (366) (237) 1,959 1,596 363 1,959 (in million of EGP) As of January 1, 2010 Comprehensive income Profit for the year Other comprehensive income Total comprehensive income Transactions with owners Capital increase Capital increase in subsidiaries Dividends for minority interest Change in minority interest Employees Dividends share based compensation Total transactions with owners As of December 31, 2010

Consolidated statement of changes in equity

Attributable to Equity holders of the Company Share Treasury Retained capital shares Reserves earnings 889 4,357 4,357 5,246 (166) (24) 40 16 (150) (802) 292 292 (21) (41) (62) (572) 6,885 881 881 (42) (42) 7,724

Profit for the year Other comprehensive income: Changes in fair value of available-for-sale financial assets Cash flow hedges Currency translation differences Other comprehensive income for the year, net of tax Total comprehensive income for the year Attributable to: Owners of the Company Minority Interest

(in million of EGP)

Total 6,806 881 292 1,173 4,312 (42) (1) 4,269 12,248

Minority Interest 763 244 4 248 65 (126) (491) (552) 459

Total equity 7,569 1,125 296 1,421 4,312 65 (126) (491) (42) (1) 3,717 12,707

(The notes from (1) to (37) are an integral part of these consolidated financial statements)

(in million of EGP) As of January 1, 2009 Comprehensive income Profit for the year Other comprehensive income Total comprehensive income Transactions with owners Change in minority interest Dividends Employees Dividends share based compensation Cancellation of shares Purchase of treasury shares sale of treasury shares Total transactions with owners As of December 31, 2009

Attributable to Equity holders of the Company Share Treasury Retained capital shares Reserves earnings 899 (10) (10) 889 (865) 310 28 422 (186) 125 699 (166) (540) (249) (249) 56 (12) (94) 37 (13) (802) 6,298 1,845 1,845 (878) (62) (318) (1,258) 6,885

Total 5,792 1,845 (249) 1,596 (512) (62) 16 (186) 162 (582) 6,806

Minority interest 633 351 12 363 (34) (199) (233) 763

Total equity 6,425 2196 (237) 1,959 (34) (711) (62) 16 (186) 162 (815) 7,569

(The notes from (1) to (37) are an integral part of these consolidated financial statements)

65 Consolidated statement of cash flows for the year ended December 31

2010 2009 Represented (982) 5,154 1,358 15 2,300 442 271 (157) 572 360 (3,272) 577 (1,696) (2,009) 2,933 631 4,456 152 1,486 69 1,977 (148) (236) 263 338 (375) 1,006 (2,912) (2,280) 4,427 1General A- Legal status Orascom Telecom Holding s.a.E the Company is an Egyptian Joint stock Company subject to the provisions of the Capital Market Law No. 95 of 1992 and its executive regulations. The Company is a majority owned subsidiary of Weather Investments s.P.a registered in Italy. The Companys registered office is located in Nile City Towers, ramlet Beaulac, Cairo, Egypt. BPurpose of the company The Companys purpose is to participate in companies issuing securities or to increase its share capital of these companies. The Company may have interest or participate in, by any mean, in companies and other enterprises that have activities similar to those of the Company or those that may assist the Company to achieve its objective in Egypt or abroad. It may also merge into those companies and enterprises purchase them or affiliate them, pursuant to the provisions of the law and its executive regulations. The company and its subsidiaries from the biggest companies in providing the mobile services in Middle East companies, africa and south asia, it covers a geographic area containing for 510 million citizens. C(3,026) (529) (169) (158) 75 4 659 66 114 (1,693) (4,657) 1,876 (4,886) (56) (5) (3) 4,313 1,239 (485) 126 809 221 1,156 671 (251) 180 4,184 4,784 (4,828) (574) (169) (420) 286 1,206 151 (227) (755) (5,330) 4,272 (3,519) 829 464 (509) (23) (114) 1,400 497 2,138 (1,333) (573) 232 729 (70) (83) 3,608 4,184 Financial statement authorization The financial statements were approved by the board of directors on april 18, 2011. 2Basis of preparation 2-1 Statement of compliance These Consolidated financial statements have been prepared in accordance with the Egyptian accounting standards (Eass) and relevant Egyptian laws and regulations. 2-2 Basis of measurement The financial statements are prepared on the historical cost convention, except for the following assets and liabilities which are measured as fair value Derivative financial instruments. Financial instruments at fair value through profit and loss. Available-for-sale financial assets. 3-1 are described in the following notes: Measurement of the recoverable amount of intangible assets and goodwill. Valuation of financial instruments Recognition of deferred tax assets. Provisions and contingencies. 3Significant accounting policies applied The main accounting principles and policies adopted in preparing these Consolidated financial statements are set our below. These policies have been consistently applied to all periods in those consolidated financial statements, and have been applied consistently by the group entities. The functional currency of each subsidiary is the local currency where that entity operates. In order to present financial information to international investors, the information presented in this document has been presented in million of Egyptian Pounds (EGP.), except earnings per share information and unless otherwise stated. Basis of consolidation The consolidated financial statements include the following companies: 3-1-1 Subsidiary companies - The consolidated financial statements include all subsidiaries that are controlled by the parent company and which the management intends to continue to control. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. - Intragroup balances and transactions, including income, expenses and dividends, are eliminated in full. Profits and losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full. Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. EAS 24 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions. - Minority interests shall be presented in the consolidated balance sheet within equity, separately from the parent shareholders equity. Minority interests in the profit or loss of the group shall also be separately disclosed. - a parent loses control when it loses the power to govern the financial and operating policies of an investee so as to obtain benefit from its activities. 3-1-2 Joint venture companies Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control (the ventures). Proportion consolidation is a method of accounting whereby a ventures share of each of the assets, liabilities, income and expenses of a jointly controlled entity is combined line by line with similar items in the ventures financial statements or reported as separate line items in the ventures financial statements.

(in million of EGP) Continuing operations Cash flows from operating activities (Loss) / profit for the year Adjustments for: Depreciation, amortization and impairment charges Net unusual inventory loss and capital loss Income tax expense share-based compensation Net financial charges foreign exchange differences Impairment of current financial assets (Gain) on disposal of non-current assets share of loss of associates Change in provisions and allowances Change in assets carried as working capital Change in other liabilities carried as working capital Income tax paid Interest expense paid Net cash generated by operating activities Cash flows from investing activities Cash outflow for investments in: - Property and equipment - Intangible assets - Consolidated subsidiaries - financial assets Proceeds from disposals of: - Property and equipment - Intangible assets - Consolidated subsidiaries - financial assets Dividends and interest received Net investments in financial assets held for trading advances and loans made to associate and other parties Net cash (used in) investing activities Cash flow from financing activities Proceeds from non-current borrowings repayments of non-current borrowings Net (payments of) proceeds from other current financial liabilities Net change in cash collateral Dividends paid Net payments for treasury shares Change in minority interest Proceeds from capital increase Net cash generated by financing activities Net cash (used in) generated by continuing operations Discontinued operations Net cash generated by operating activities Net cash generated by (used in) investing activities Net cash generated by (used in) financing activities Net cash generated by discontinued operations Net increase in cash and cash equivalents Cash included in assets held for sale Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year
Effect of exchange rate changes on cash and cash equivalents

2-3 Functional and presentation currency These financial statements are presented in Egyptian pounds (EGP), which is the Companys functional currency. All financial information presented in Egyptian pounds has been rounded to the nearest million. 2-4 Use of estimates and judgments The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognized in the financial statements

(The notes from (1) to (37) are an integral part of these consolidated financial statements)

66

3-1-3 Investments in associates Investments in associates are stated at equity method. Under the equity method the investment in associates is initially recognize at cost and the carrying amount is increased or decreased to recognize the investors share of the profit or loss of the associates after the date of acquisition. Distributions received from associates reduce the carrying amount of the investment. Losses of an associate in excess of the Companys interest in that associate (which includes any longterm interests that, in substance, form part of the Companys net investment in the associate) are not recognized, unless the Company has incurred legal or constructive obligations or made payments on behalf of the associate. any excess of the cost of the acquisition over the Companys share of the net faire value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognized as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. The license of the Groups associated undertaking in the Canada, Globalive Wireless Management Corp, are indefinite lived assets. Although the spectrum licenses have an initial term of 10 years, based on available information, the management believes that they are subject to perfunctory renewal and the renewal cost will not be significant. Accordingly, they are not subject to amortization but are tested annually for impairment, or when indicators exist that the carrying value is not recoverable. 3-2 Translation of the foreign currencies transactions Orascom Telecom Holding and some of its subsidiaries maintain their accounting books in Egyptian Pound. Transactions denominated in foreign currencies are recorded at the prevailing exchange rate at the date of transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the prevailing exchange rates at that date. The foreign currencies exchange differences arising on the settlement of transactions and the translation at the balance sheet date are recognized in the income statement. Translation of the foreign subsidiaries financials as at the balance sheet date the assets and liabilities of these consolidated subsidiaries are translated to Egyptian Pound at the prevailing rate as at the period end, and the shareholders equity accounts are translated at historical rates, where as the income statement items are translated at the average exchange rate prevailing during the period of the consolidated financial statements. Currency translation differences are recorded in the shareholders equity section of the balance sheet as translation reserves adjustments. Derivative financial instruments The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financial and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as 3-5

trading instruments. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss when incurred. subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below. Cash flow hedges Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in equity remains in place until the forecast transaction occurs. When the hedged item is a non-financial asset, the amount recognized in equity is transferred to the carrying amount of the asset when it is recognized. In other cases the amount recognized in equity is transferred to profit or loss in the same period that the hedged item affects profit or loss. fair value hedges Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognized in profit or loss. The hedged item also is stated at faire value in respect of the risk being hedged, with any gain or loss being recognized in profit or loss. Property & equipment and depreciation Property & equipment are stated at historical cost and presented in the balance sheet net of accumulated depreciation and impairment (Note 3-9b). Depreciation is charged to the income statement over the estimated useful-life of each asset using the straight-line method. The following are the estimated useful lives, Estimate in respect of certain items of Cell sites were revised in 2009 ( see note 18) for each class of assets, for depreciation calculation purposes: Depreciation period 50 years 8-15 years 5-10 years 3-5 years 5-10 years 3-6 years 3-8 years

3-6

Property and equipment under construction Property and equipment under construction are recognized initially at cost. Cost includes all expenditures directly attributable to bringing the asset to a working condition for its intended use. Property and equipment under construction are transferred to property and equipment caption when they are completed and are ready for their intended use. Intangible assets A- Goodwill Goodwill (positive and negative) represents amounts arising on acquisition of subsidiaries, associates and joint ventures. Goodwill (positive and negative) represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired at acquisition date. - Positive goodwill is stated at cost less impairment losses. - While negative goodwill arose will be recognized directly in the income statement. - Goodwill resulting from further acquisitions after control is obtained is determined on the basis of the cost of the additional investment and the carrying amount of net assets at the date of acquisition, accordingly. B- Other intangible assets Other intangible assets that are acquired by the Group are stated at cost less accumulated amortization and impairment losses. amortization is recognized in the income statement on a straight line basis over the estimated useful lives of intangible assets. License fees are amortized over the period of the licenses, concessions and computers software are amortized from the date they are available for use. The estimated useful lives are as follows:

investments that are not quoted, and whose fair value cannot be measured reliably, are stated at cost less impairment loss. Investments at fair value through profit and loss An instrument is classified as at fair value through income statement if it is held for trading or is designated as such upon initial recognition. financial instruments are designated at fair value through income statement if the Company manages such investments and makes purchase and sale decisions based on their fair value. Impairment a- Financial assets A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. an impairment loss in respect of an available-forsale financial asset is calculated by reference to its current fair value. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. All impairment losses are recognized in profit or loss. any cumulative loss in respect of an available-for-sale financial asset recognized previously in equity is transferred profit or loss. an impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost and availablefor-sale financial assets that are debt securities, the reversal is recognized in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognized directly in equity. bbNon-financial assets The carrying amounts of the Groups non-financial assets, other than biological assets, investment property, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. an impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. a cashgenerating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognized in profit or loss. The recoverable amount of an asset or cashgenerating unit is the greater of its value in use and its fair value less costs to sell. Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. an impairment loss is reversed if there has been a change in the estimates used to

3-7

3-9

Assets
-

Amortization period Over the remaining period of the licenses 3-15 years

Licenses fees Concessions and Computers software

3-3

Assets Cell sites Tools Computers equipment furniture and fixtures Vehicles Leasehold improvements and renovations
Buildings

C- Subsequent expenditure subsequent expenditure on capitalized intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. all other expenditure is expensed as incurred. 3-8 Investments at fair value a- Available-for-sale financial assets Available-for-sale financial assets are valued at fair value, with any resultant gain or loss being recognized in equity, except for impairment losses which is recognized in the income statement. When these investments are derecognized, the cumulative gain or loss previously recognized directly in equity is recognized in the income statement. The fair value of investments available for sale, identifies based on quoted price of the exchange market at the balance sheet date,

3-4

Expenditure incurred to replace a component of an item of property and equipment that is accounted for separately, including major inspection and overhaul expenditure, is capitalized. Other subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the property and equipment. all other expenditure is recognized in the income statement as an expense as incurred.

67

determine the recoverable amount. an impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. 3-10 Cash and cash equivalents for the purpose of preparing the statement of Cash flows, the Company considers all cash on hands and bank on demand deposits with banks and short-term highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value with original maturities of three months or less are considered as cash and cash equivalents. The statement of Cash flows is prepared according to the indirect method Trade and other receivables Trade and other receivables are stated at their cost less impairment losses. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average method and net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and other addition expenses.

for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. a deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. 3-15 Provisions Provisions are recognized when the Company has a legal or constructive obligation as a result of a past event and its probable that a flow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessment of the time value of money and, where appropriate, the risks specific to the liability. Provisions are reviewed at the balance sheet date and amended (when necessary) to represent the best current estimate. 3-16 Earning per share The Company presents basic earnings per share (EPs) data for its ordinary shares. Basic EPs is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. 3-17 Interest-bearing borrowings Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. subsequent to initial recognition, Interest-bearing borrowings are stated at amortized cost with any difference between cost and redemption value being recognized in the income statement over the period of the borrowings on an effective interest basis. Issued capital a- Repurchase of share capital When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognized as a change in equity. Repurchased shares are classified as treasury stock and presented as a deduction from total equity. bDividends

3-20

Revenue recognition (i) Cellular operations revenue GsM revenue is recognized when services rendered to the customers based on the actual usage airtime from the following activities: - Prepaid cards is recognized based on the actual used calls minutes while the unused call minutes at the end of the period are deferred. - Monthly and connection fees are recognized in the income statement on a straight-line basis over the period or the terms of the contract. - Other GsM telecommunications services and facilities when provided. Telecommunications services revenue revenue from the provision of telecommunications services includes the following: Goods sold Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer. Construction contracts revenue is recognized in proportion to the stage of completion of the contract. Satellite services revenue is recognized once the services delivered to the client. VAS revenue Value added services (VAS) revenue is recognized once the services are delivered, or used by the customers. Space segment revenue space segment rental fees are recognized in the income statement on a straight-line basis over the terms of the lease.

3-22 Segment reporting a segment is a distinguishable component of the group that is engaged either in providing products or services (business segment) or in providing products or services within a particular economic environment (geographical segment), which is subjected to risks and rewards that are different from those of other segments. The groups primary format for segment reporting is based on business segment. 3-23 Discontinued operations a discontinued operation is a component of the Groups business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued from the start of the comparative period. 4. Financial Risk Management

3-11

(ii)

3-12

Financial Risk Factors The Groups activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest risk and cash flow interest risk), credit risk and liquidity risk. In particular the Group is exposed to risks from movements in exchange rates, interest rates and market prices. The Groups overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Groups performance through ongoing operational and finance activities. Depending on the risk assessment, the Group uses selected derivative hedging instruments. The management has overall responsibility for the establishment and oversight of the groups risk management framework. Market Risk Foreign exchange risk The Group operates internationally and is exposed to foreign exchange risk arising when its business transactions are in currencies other than its functional currency. The main currencies to which the Group is exposed are the Us dollar, the Canadian Dollar and the Euro. In general the Groups subsidiaries are encouraged to obtain financing in their functional currency in order to have a natural hedge of the exchange rate of such financing. However, as some transactions are executed in foreign currencies, and in particular in Us$, CaD and Euro, the Group may be subject to the risk of exchange rate fluctuations which, in certain instances the Group manages through the use of hedging strategies. as of December 31, 2010 the Groups borrowings included Us$ borrowings amounting to Us$ 3,894 million and Euro borrowings amounting to Euro 121 million. In certain instances the Group has entered into economic hedging agreements to manage the risk of fluctuations relating to these financing operations. In particular, Pakistan Mobile Communication Limited (PMCL) had borrowings for Us$ 161 million and Euro 119 million as of December 31, 2010. such borrowings were fully hedged by PMCL using cross currency swaps pursuant to which interest payments and principal payments are paid in Pakistani rupee.

3-13 Non-current assets held for sale Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily through sale rather than through continuing use is classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Groups accounting policies. Thereafter generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property and biological assets, which continue to be measured in accordance with the Groups accounting policies. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. 3-14 Taxation Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities

3-18

(iii) Internet and fixed lines revenue revenue is recognized once the service delivered to the client. 3-21 Expenses a- Borrowing costs Borrowing costs are recognized as expenses in the income statement when incurred, with the exception of borrowing cost directly attributable to the construction and acquisition of new assets which is capitalized as part of the relevant assets cost and depreciated over assets estimated useful lives. This capitalization ceases once the assets become in operational condition and ready for use. b- Employees pension The Company contributes to the government social insurance system for the benefit of its personnel in accordance with the social insurance law. Under this law, the employees and the employers contribute into the system on a fixed percentage-ofsalaries basis. The Companys liability is confined to the amount of its contribution. Contributions are charged to income statement using the accrual basis of accounting.

Dividends are recognized as a liability in the year in which they are declared.

3-19

Legal reserve

As per the Companys statutes 5% of net profit for the year is set aside to form a legal reserve, the transfer to such reserve ceases once it reaches 50% of the Companys paid in share capital. The reserve can be utilized in covering losses or increasing the Companys share capital.

68

The Group subsidiaries generally execute their operating activities in their respective functional currencies. some Group subsidiaries are, however, exposed to foreign currency risks in connection with scheduled payments in currencies that are not their functional currencies. In general this relates to foreign currency denominated supplier payables and receivables. The Group monitors the exposure to foreign currency risk arising from operating activities and, where relevant, enters into hedging transactions in order to manage the exposure. as described further in Credit risk, the Group has provided loan facilities to Globalive Wireless Management Corp which are denominated in CaD. as of December 31, 2010, if the functional currencies had weakened / strengthened by 10% against the Us$, the Euro and CAD, with all other variables held constant, the current years profit will decrease/ increase by EGP 605 million, mainly relating to Us$ denominated borrowings. additionally, the Group has investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure to such risk is not hedged. Cash flow and fair value interest rate risk The Group is exposed to market risks as a result of changes in interest rates particularly in relation to borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The basic strategy of interest rate risk management is to balance the debt structure with an appropriate mix of fixed and floating interest rate borrowings based on the Groups perception of future interest rate movements. In particular, the risk monitored relates to the impact of movements in floating rate indices on the Groups finance costs. When considered appropriate, the Group manages its cash flow interest rate risk by using floating-to fixed interest rate swaps. In particular, as of December 31, 2010 the Group had floating-tofixed interest rate swaps with a notional value of US$ 1.5 billion and other contracts for floating-to-fixed interest rate swap with a notional value of Us$ 500 million. after considering such derivative transactions approximately 40% of the Groups total borrowings had a floating rate of interest. The Group considers the sensitivity of its finance costs to movements in interest rates. In particular an increase / decrease of 1.0% in interest rates as of December 31, 2010 would have result in an increase / decrease in finance costs of EGP 111 million & the increase effect in the cash flow hedge reserve amounted to EGP 429 million. Price risk The Group has limited exposure to equity securities price risk on investments held by the Group. Credit Risk The Group considers that it is not exposed to major concentrations of credit risk in relation to trade receivables. However, credit risk can arise in the event of non-performance of a counterparty, particularly in relation to credit exposures for trade and other receivables, financial instruments and cash and cash equivalents. The Group considers that the concentration of credit risk with respect to trade receivables is limited given that the Groups customer base is largely pre-paid subscribers. Post paid subscribers generally represent a small portion of the subscriber base and therefore the credit exposure is limited. In addition, the Group tries to mitigate

credit risk by adopting specific control procedures, including assessing the credit worthiness of the counterparty and limiting the exposure to any one counterparty. Credit risk relating to cash and cash equivalents, derivative financial instruments and financial deposits arises from the risk that the counterparty becomes insolvent and accordingly is unable to return the deposited funds or execute the obligations under the derivative transactions as a result of the insolvency. To mitigate this risk, wherever possible the Group conducts transactions and deposits funds with financial institutions with a minimum of investment grade rating. The Group is exposed to credit risk relating to financial receivables as follows: During 2008 the Company entered into two loans agreements to provide a total amount of CaD 508 million equivalent to EGP 2,334 million to Globalive Wireless Management Corp (GWMC), a subsidiary of the associate Globalive Investment Holdings Corp (Globalive). The amount of these loans was increased to CaD 608 million during 2009 and further increased to CaD 970 million during 2010. as of December 31, 2010 the amount outstanding under such loan agreements, including accrued interest, was EGP 6,403 million (equivalent to CaD 1,090 million).The loans were primarily provided to GWMC to fund the acquisition of spectrum licenses in Canada. The licenses were awarded to GWMC during March 2009 by Industry Canada and GWMC launched operations in December 2009. During the start-up phase of operations Globalive has incurred losses and as a result the Groups share of losses exceeds the carrying value of the investment. The Group considers the loan provided as part of the investment and has therefore deducted the excess losses from the receivable. after considering such losses an amount of EGP 4,655 million is recorded in financial receivables. (see Note 21 Other financial assets for further details) In general the remaining other receivables and financial receivables included in financial assets generally relate to a variety of smaller amounts due from a wide range of counterparties, therefore, the Group does not consider that it has a significant concentration of credit risk. Liquidity Risk The Group monitors and mitigates liquidity risk arising from the uncertainty of cash inflows and outflows by maintaining sufficient liquidity of cash balances as well as undrawn credit lines and by diversifying its sources of finance. In general, liquidity risk is monitored at entity level whereby each subsidiary is responsible for managing and monitoring its cashflows and rolling liquidity reserve forecast in order to ensure that it has sufficient committed facilities to meet its liquidity needs.

The table below analysis the groups financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cashflows. As of December 31, 2010 Liabilities Liabilities to banks Bonds Other borrowings Telecommunication license payable Trade payables Carrying amount 19,608 7,668 73 431 4,711 32,491 Carrying amount 24,652 6,914 119 2,003 5,745 39,433 Expected cash flows (*) 21,934 9,391 77 780 4,711 36,893 Expected cash flows (*) 27,595 9,224 128 2,313 5,745 45,005 Less than 1 year 5,956 754 54 88 4,711 11,563 Less than 1 year 5,625 875 108 1,575 5,745 13,928 Between 1 and 5 years 15,935 8,637 23 350 24,945 Between 1 and 5 years 21,850 8,349 20 332 30,551 More than 5 years 43 342 385 More than 5 years 120 406 526

As of December 31, 2009 Liabilities Liabilities to banks Bonds Other borrowings Telecommunication licence payable Trade payables

* Expected cash flows are the gross contractual undiscounted cash flows including interest, charges and other fees. The table below analysis the groups derivative financial instruments into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. As of December 31, 2010 Cash outflow / (cash inflow) Interest rate derivatives foreign exchange derivatives Total Other Derivative instruments Expected cash flows (*) (610) 662 70 Expected cash flows (*) 540 (1,131) (152) (743) 18 Less than 1 year (359) 65 (292) Less than 1 year 357 (178) (50) 129 2 Between 1 and 5 years (251) 597 362 Between 1 and 5 years 183 (953) (102) (872) 16

As of December 31, 2009 Cash outflow / (cash inflow) Interest rate derivatives foreign exchange derivatives Other derivative instruments cash inflow Total

* Derivative cashflows for interest rate derivatives and foreign exchange derivatives represent the net cashflow from the relevant swap transaction as such derivatives are net settled. Cash inflow and cash outflow for other derivative instruments are shown separately as such derivatives are gross settled. Derivative cash outflows do not include the potential cash outflows should the share warrants of My Screen &Lingo be exercised. The exercise of such warrants is at the option of the Company. Details of such warrants are provided in Note 21 Other financial assets. Also doesnt consider the cash flow effect from exercising the option of buying Namibia Telecom shares. Contractual cash flows are derived based on the relevant index as of the balance sheet date.

69

Capital risk management The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may, among other things, adjust the amount of dividends paid to shareholders, return capital to shareholders through share buyback transactions, issue new shares or sell assets to reduce debt. Other risks Political and economic risk in emerging countries A significant amount of the Groups operations are conducted in algeria and Pakistan. The operations of the Group depend on the market economies of the countries in which the subsidiaries operate. In particular, these markets are characterized by economies that are in various stages of development or are undergoing restructuring. Therefore the operating results of the Group are affected by the current and future economic and political developments in these countries. In particular, the results of operations could be unfavorably affected by changes in the political or governmental structures or weaknesses in the local economies in the countries where it operates. These changes could also have an unfavorable impact on financial condition, performance and business prospects. regulatory risk in emerging countries Due to the nature of the legal and tax jurisdictions in the emerging countries where the Group operates, it is possible that laws and regulations could be amended. This could include factors such as the current tendency to withhold tax on the dividends of these subsidiaries, receiving excessive tax assessments, granting of relief to certain operations and practices relating to foreign currency exchange. These factors could have an unfavorable effect on the financial activities of the Group and on the ability to receive funds from the subsidiaries. revenue generated by the majority of the Group subsidiaries is expressed in local currency. The Group expects to receive most of this revenue from its subsidiaries and therefore it relies on their ability to be able to transfer funds. The regulations in the various countries where the subsidiaries operate could reduce the ability to pay interest and dividends and to repay loans, credit instruments and securities expressed in foreign currency through the transfer of currency. In addition, in some countries it could be difficult to convert large amounts of foreign currency due to central bank regulations. The central banks may amend regulations in the future and therefore the ability of the Company to receive funds from its subsidiaries may be restricted.

5-

Segment reporting

Primary business segments (in million of LE) 2010 2009 Gross revenues Intersegment revenues Net revenues Impairment Charges Depreciation and amortization Operating income / (Loss) Profit / (Loss) before income tax Profit / (Loss) for the period Total assets ** Total Capital expenditures Total Liabilities 24,565 26,513 (5) (16) 24,560 26,497 (538) (136) (5,226) (5,321) 5,745 7,125 4,508 5,571 4,038 3,882 41,440 46,284 3,826 5,048 18,697 24,473 1,669 1,448 (699) (178) 970 1,270 (144) (28) (39) (238) 147 (278) 123 (287) 33 2,675 2,314 600 515 945 2,231 539 549 (54) (54) 485 495 (8) (78) (10) (94) 235 (223) 235 (256) 187 (269) 988 880 44 31 366 598 (2) (21) (23) (441) (409) (2,854) (1,229) (2,813) (1,450) 8,802 5,809 42 32 21,190 20,416 GSM
Telecom services
Internet & fixed line

The Company considers primary segment information by business activity. The method used to identify the business segments include the factors used by management to direct the Group and assign managerial responsibilities. The methodology adopted to identify the components of revenues and cost attributable to each business segment is based on the identification of each component of cost and revenues directly attributable to each segment. The operating activities of the Group are organized and managed separately based on the nature of the products and services provided. Each segment offers different products and services to different markets and is controlled by different legal entities. The following primary business segments have been identified: GSM covering the mobile telecommunications services activities of the Group, including the sale of pre-paid telephone cards, post-paid and monthly subscriptions packages, telephone packages and roaming included in this segment are ; Telecom services relating to the sale of handsets, including ring tones and other cell phone products and activities relating to the rental of portals to allow satellite roaming calls and value added service activities; and Internet & fixed line covering the internet and fixed telecommunications services of the Group. The Group also reports geographical segments based on the geographical location of the legal entity controlling the operation, which is the same as the location of the major customers. The following geographical segments have been identified: North Africa comprising algeria and Tunisia Middle East comprising Egypt South Asia comprising Pakistan and Bangladesh Others comprising, North Korea, Central africa, Namibia, Burundi, Malta, Belgium, the United Kingdom and other countries

Unallocated*

Disposal of discontinued operations results

Total

(4,457) (7,282) 2 (4,455) (7,282) 823 1,235 (1,340) (2,431) (1,235) (2,092) (2,107) (1,565) -

22,316 21,228 (756) (248) 21,560 20,980 (692) (214) (4,462) (4,242) 3,961 4,209 376 2,117 (982) 631 53,905 55,287 4,512 5,626 41,198 47,718

* Unallocated represents revenues and costs relating to activities provided centrally from headquarters to subsidiaries across the group. These activities include staff functions with group wide responsibilities such as internal audit, financial advisory, legal services, communications and investor relations. Unallocated assets and liabilities mainly include borrowings of the Company and deferred tax assets and liabilities.

** segment capital expenditures is the total cost incurred during the period to acquire property and equipment and intangible assets other than goodwill.

70

Secondary business segments (in million of LE) 2010 2009 Gross revenues Intersegment revenues Net revenues Operating income / (Loss) Profit / (Loss) before income tax Profit / (Loss) for the period Total assets Total Capital expenditures 11,828 4,558 8,941 1,446 North Africa Middle East South Asia Other Unallocated Disposal of discontinued operations results Total

assets and liabilities held for sale include the following: 2010 Assets Held for Sale and Discontinued Operations Orascom Telecom Tunisia S.A. (OTT) OTT operates a GsM network in Tunisia and provides a range of pre-paid and postpaid voice and data telecommunication services under the brand name Tunisiana. The Company has a 50% shareholding in OTT through two wholly-owned subsidiaries which own 35% and 15% of the shares in OTT. The remaining 50% interest is held by National Mobile Telecommunications Company KsC which is owned by Qatar Telecom. In 22, November 2010, the Company announced that it had entered into a share purchase agreement with Qatar Telecom Q.s.C., pursuant to which the Company would sell its entire shareholding in Orascom Tunisia Holdings and Carthage Consortium, the two companies through which the Company owns 50% of OTT for a total cash consideration of Us$ 1.2 billion. The transaction was completed on January 2, 2011. In accordance with Egyptian accounting standard No. 32 the assets and liabilities held for sale and discontinued operations have been shown in specific captions in the consolidated balance sheet and the income statement effect has been shown as discontinued operation as this group represents a separate major line of business. The comparative income statement information for 2009 has also been reclassified to discontinued operations. Egyptian Company for Mobile Services SAE (ECMS) ECMs is a mobile telecommunication operator in Egypt and provides a range of prepaid and postpaid voice and data telecommunication services under the brand name of Mobinil. The Company has an investment of 34.67% in ECMs and the france Telecom Group also has an investment of 36.34%. The remaining shareholding is publicly traded on the Cairo and alexandria stock Exchange. In april 2010 france Telecom and the Company entered into a new and comprehensive agreement regarding Mobinil and ECMs which brought to an end all disputes in relation to their joint investment in Mobinil and ECMs. a revised shareholders agreement was implemented and became effective on July 14, 2010, as a result of which france Telecom will change its accounting method and will fully consolidate Mobinil in its consolidated financial statements. as a result of the amended shareholders agreement, the Company ceases to have joint control over ECMs, which becomes an associate. In accordance with Eas, the Companys shares of ECMs results of operations are no longer proportionally consolidated but, from July 14, 2010 are consolidated using the equity method. On the date that ECMs became an associate. as ECMs is considered a single cash generating unit clearly distinguished for financial reporting, the income statement of ECMs until July 14, 2010 has been reclassified and shown as discontinued operations. The comparative income statement information for 2009 has also been reclassified to discontinued operations. In consideration for the settlement of all disputes between the parties france Telecom paid a settlement fee of Us$ 300 million (equivalent to EGP 1,717 million) on July 13, 2010. The change in control was effective from July 14, 2010, therefore, as of December 31, 2010 there is no balance sheet impact to assets or liabilities held for sale. The Company also entered into a put option whereby the Company has the option to put its 34.6% interest in ECMs to france Telecom (i) during the period from september 15 to November 15, 2012 (ii) during the period from september 15 through November 15,2013 and anytime until November 15, 2013 in a limited number of deadlock situations. The strike price of the put option increases over time from EGP 221.7 to EGP 248.5 as of December 31, 2013. The Company assumed the put option

had zero value since the sell is not considered probable being the underlying asset a strategic investment. 2009 Assets Held For Sale In 2009 the assets and liabilities of LINKdotNET and Link Egypt were classified as held for sale in 2009. The income statement effect of these operations were not shown as discontinued operations as they did not represent a separate major line of business. In July 2010, the Group concluded the sale of LINKdotNET and Link Egypt to ECMs for total cash consideration of Us$ 130 million. 7- Revenues (In million of EGP) Revenues from services Telephony services Interconnection traffic International and national roaming Other services Total revenues from services Total revenues from sale of goods Total 2010 17,592 2,184 108 764 20,648 912 21,560 2009 16,700 2,198 170 655 19,723 1,257 20,980

12,418

12,413

11,825

(5)

(3)

7,137

3,818

(197)

(740)

7,978

4,394

6,940

8,926

(20)

(15)

977

4,822

4,248

1,311

728

7,958

1,446

(26)

(4,457)

(7,282) 2 -

22,316

21,228 (248) (756)

942

4,657

613

2,812

17,249 1,717 817

19,934

3,135

1,813

971

(332)

(17)

705

(322)

951

(379)

222

(441)

(4,455)

(7,282)

21,560

10,746 1,033 1,750

3,432

604

19,040 18,551 2,220 1,619

(278)

(71)

(616)

155

(2,854)

(420)

(1,340) (2,431) (1,235)

20,980

3,961 4,209 376

(1,242)

2,696 2,847 400 508

196

(2,813)

(2,092)

(1,461) 8,803 5,894 42 32

(2,107)

2,117

(1,565) -

(982)

55,287 4,512 5,626

53,905

631

Total revenues from services increased in 2010 compared to 2009 due to the increase in revenue from telephony services as a result of the increase in subscribers, mainly in Bangladesh, Pakistan and North Korea. Total revenues from sale of goods decreased in 2010 compared to 2009 due to a decrease in the revenue from the sale of handsets, starter kits and scratch cards, mainly in ring algeria and ring Egypt. 8Purchases and services 2010 1,906 1,544 1,142 1,131 1,014 821 610 538 440 293 248 203 191 61 10,142 2009 2,020 1,156 1,010 1,736 1,027 685 713 537 416 277 168 193 222 57 10,217

6- Assets and liabilities classified as held for sale and discontinued operations The following provides a breakdown of discontinued operations for the years indicated: (In million of EGP) revenues Expenses Profit before tax from discontinued operations ECMS 2010 OTT Total ECMS 2009 OTT Total

(1,970) (107) 1,697 1,752 (343) 398 505

2,475

(1,241) (385) 355 740

1,981

(3,211) 1,245 (492) 753

4,456

(4,004) 1,271 1,010 (261) -

5,275

(1,168) (267) 555 822

1,990

(5,172) 2,093 1,565 (528) -

7,265

(In million of EGP) Interconnection traffic Telephony cost Customer acquisition costs Mobile finished goods purchases Maintenance costs Utilities Other service expenses advertising and promotional services rental of civil and technical sites Other leases and rentals Consulting and professional services rental of local network
raw, ancillary and consumable materials and goods

Income tax

Profit from discontinued operations Gain from ceasing joint control Income Tax on gain from discontinued operations Profit from discontinued operations

1,697 (343)

355

2,107

1,010

555

1,565

The following provides a breakdown of assets and liabilities held for sale as of December 31: Property and equipment Intangible assets Deferred tax assets Other non-current financial assets Trade receivables Other current assets Cash and cash equivalents Assets held for sale Current and non-current borrowings Trade payables Other current liabilities Current income tax liabilities Deferred tax liabilities Liabilities held for sale 2010 988 795 39 40 267 51 251 2,431 245 285 432 54 107 1,123 2009 261 166 67 42 70 606 128 81 83 1 7 300

National and international roaming Total

Purchases and services costs decreased during 2010 primarily due to a decrease in mobile finished goods purchases, relating to costs of handsets, scratch cards, sim cards and bundle costs primarily as a result of the decrease in sales of the ring Group. as a percentage of revenues, purchase and service costs decreased from 48.7% in 2009 to 47.0% in 2010. The decrease in mobile finish goods purchases was marginally offset by an increase in customer acquisition costs due to the increase in the subscriber base and an increase in telephony costs due to an increase in telephony service revenues.

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9-

Other expenses 2010 2009

11- Depreciation and amortization (In million of EGP) Depreciation of property and equipment: -Cell sites -Land and buildings -Licenses 2010 3,577 86 2009 3,226 118

15- Net financing costs (In million of EGP) Dividends income available for sale investments Interest income - Deposits
fair value gains and losses on derivatives

(In million of EGP) 2010 4 96 216 316 (1,167) (732) (517) (200) (2,616) (198) (244) (442) (2,742) 2009 91 7 395 493 (1,478) (689) (10) (293) (2,470) (37) 185 148 Current assets Non-current assets Current liabilities Non-current liabilities revenue Net Gain / (loss) % shareholding proportional share of net gain/( loss) amortization expense of identifiable assets Elimination of proportional share of intra group interest expense share of loss in associate
17- Impairment of financial assets

2010 ECMS 2,026 14,619 5,436 7,053 5,534 628 34.66% 217 14 231 OTHCML 407 5,004 576 7,016 778 (1,370) 65.40% (896) (21) 114 (803)

2009 OTHCML 353 4,198 1,080 3,977 262 (513) 65.40% (336) (17) 90 (263)

(In million of EGP)

Promotion and gifts

annual contributions for licenses

Write-down of current receivables and liquid assets

Provisions for risks and charges

163

218 128

511

170

128

265

Other operating expenses Total

1,161

141

232 110

-Commercial and other tangible assets

208

234

905

Amortization of intangible assets -Other intangible assets

571 4,462 20

618 4,242 46

The increase in other expenses was primarily attributable to the increase in accruals for provisions for risks and charges during 2010 and an increase in costs related to promotions and gifts. The accruals for provisions for risks and charges increased by EGP 90 million, mainly relating to the accruals for the tax dispute in algeria. The increase in costs for promotion and gifts was mainly related to an increase of costs in Bangladesh relating to promotional activities in Bangladesh. 10- Personnel costs (In million of EGP) social security Pension costs 2010 2009

Total

fair value gains and losses on derivatives

Other interest income Financial income Interest on bank borrowings Interest on bonds

Depreciation and amortization increased due to the increase in cell sites depreciation primarily as a result of an increase in investments in the network. 12- Impairment charges Impairment charges amounting to EGP 692 million in 2010 increased mainly relate to the impairment of TelecelGlobe Namibia for an amount of EGP 526 million due to uncertainty regarding future operations and EGP 141 million for plant and equipment of Medcable. Impairment charges amounting to EGP 214 million in 2009 mainly relate to the impairment of EGP 96 million for plant and equipment in PMCL in Pakistan and Link Dot Net Telecom, a subsidiary of PMCL operating in Pakistan as well as impairment of goodwill amounting to EGP 33 million in Link Dot Net. 13- Unusual Items During November 2009 Orascom Telecom algeria s.p.a. and ring algeria LLC, subsidiaries of the Company, experienced damage to shops, warehouses and infrastructure, as well as break-ins to premises and theft of equipment, during football related disturbances in algeria. The cost of damaged inventories, as a result of such disturbances, amounted to EGP 100 million, whilst the damage to property and equipment amounted to EGP 140 million. Both entities have submitted formal claims to their insurance companies relating to this incident. furthermore, a technical assessment performed by an independent insurance expert stated that the minimum expected recovery from the insurance company is 1 billion DZD (equivalent to EGP 78 million). This incident is considered as an exceptional event which is outside with the normal course of operations and has been recorded in the income statement as unusual items. after considering the expected minimum insurance proceeds, an amount of EGP 68 million has been recorded as an unusual inventory loss relating to the damaged inventories and an amount of EGP 84 million has been recorded as an unusual capital loss relating to the damaged property and equipment. 14- Disposal of non-current assets The gain on the disposal of non-current assets amounting to EGP 157 million in 2010 relates to the gain on the disposal of LINKdotNET and Link Egypt for total cash consideration of EGP 728 million in July 2010. The gain on disposal of non-current assets amounting to EGP 236 million in 2009 mainly relates to the gain of EGP 195 million on disposal of M-Link which was sold to Wind Telecomunicazioni spa for a cash consideration of EGP 430 million during January 2009. (see 35 related party transactions)

Other financial expenses Financial expense foreign exchange (loss)/gain fair value changes of fX derivative instruments Net foreign exchange gain /(loss) Net financing cost

(1,829)

Wages and salaries

1,094

61

993

Other personnel costs Total

291 1,481

35

62 38

379 1,472

financial income decreased in 2010 mainly as a result of the decrease in other interest income. Other interest income in 2009 included an amount of EGP 128 million from the extinguishment of debt relating to a tender offer by PMCL, which was completed in May 2009 to repurchase a portion of its notes. Interest expense on bank borrowings decreased mainly as a result of the repayment of liabilities with banks during 2010. In particular during 2010 the Company made two repayments to the term loan supplement for a total of EGP 837 million as well as a payment of EGP 212 million to settle loans with audi bank and EGP 614 million to settle major overdraft balances. fair value changes on fX derivative instruments relates to the changes in the fair value of the cross currency swaps held by PMCL in connection with the economic hedge of borrowings. 16- Share of profit & loss of associates share of loss of associates in 2009 and 2010 includes the investment in: 1- Globalive Canada Investment Holdings Corp. and Globalive Canada Holdings Corp. (collectively Globalive). The Group holds a 65.4% investment in Globalive which comprises a combination of voting and non-voting rights. Considering direct and indirect interests, the Group holds 65.4% of the outstanding shares and directly holds 33.2% of the voting rights. The Group has significant influence over this investment and does not have control over the financial and operating policies of Globalive. Therefore the investment is equity accounted. 2- In 2010, share of loss of associates also includes the Groups investment in ECMs, as described in further details in Note 6 Assets and liabilities classified as held for sale and discontinued operations, as a result of a new and comprehensive agreement entered into between france Telecom and the Company, the Company has ceased to have joint control over ECMs and it has become an associate. Therefore, the Company consolidates its 34.6% interest in ECMs using the equity method. The following table provides selected financial information of the Groups associates as of December 31, 2010 and 2009 and for each of the years then ended.

Total personnel costs during 2010 remained substantially consistent compared to 2009 as the increase in wages and salaries costs was offset by a decrease in other personnel costs. Wages and salaries costs increased due to an increase in the number of employees in 2010 compared to 2009. The table below provides a breakdown of the number of employees as of December 31:
(in number of employees)

Impairment of financial assets in 2010 includes an amount of EGP 102 million relating to Globalive and EGP 169 million relating to North Korea. During 2010 the credit agreements with Globalive were re-negotiated and the interest rate was reduced from Libor plus 18% to Libor plus 10.8%, to reflect market conditions. As a result of the renegotiation the outstanding receivable due from Globalive was re-measured at fair value. following this re-measurement an impairment of EGP 102 million was recorded to reflect the fair value adjustment. Impairment of financial assets also includes an amount of EGP 169 million relating to the impairment of a financial receivable with a financial institution in North Korea due to uncertainties regarding its recoverability.

18- Income tax expense (In million of EGP) Current income tax expense Deferred taxes Income tax expense

2010 1,047 311 1,358

2009 1,823 (337) 1,486

2010 233

2009 256

Current income tax receivables and liabilities in the consolidated balance sheet are as follows: (In million of EGP) 2010 2009 Current income tax receivable Current and non current income tax liabilities 486 553

Middle management staff Total

senior management

13,492

1,114

14,839

12,563

11,176

1,131

(857)

(1,032)

The table below provides a breakdown of the average number of employees for the years ended December 31, 2010 and 2009: Average for the year ended December 31, 2010 2009 245 236 1,123 1,289 12,334 13,018 13,702 14,543

The tax on the Groups profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows: (In million of EGP) Profit before income tax Tax calculated at Company's income tax rate Different income tax rates in subsidiaries Theoretical income tax for the year Permanent differences Unrecognized deferred tax for tax losses reversal of expired deferred tax assets Minimum tax expenses Other differences 2010 376 75 443 518 393 192 112 1,358 82 61 2009 2,117

senior management Middle management staff Total

(in number of employees)

430 853 123 279

423

adjustments in respect of prior years

Income tax for the year

1,486

(37)

268

72

The Groups income tax expense decreased from EGP 1,486 million in 2009 to EGP 1,358 million in 2010 mainly relating to tax provisions recorded during 2009.
19- Property and equipment Land and Buildings Cost As of January 1, 2010 additions Change in the scope of consolidation Disposals 942 Cell Sites Computers, fixtures and other equipment 1,916 Assets Under Construction 4,578 Total

additions to property and equipment in 2010 mainly relate to cell site investments and assets under construction relating to new base stations, predominantly in GsM companies in Pakistan, Bangladesh and algeria. Those investments are mainly due to the expansion of the business, increased capacity and the change in GsM technology. Property and equipment transferred to assets held for sale in 2010 relates to the property and equipment of Orascom Holding Tunisie and Cartage Consortium (see Note 6 assets and liabilities classified as held for sale and discontinued operations for further information. 20- Intangible assets Licences 10,175 (2,261) 170

Property and equipment pledged as security for bank borrowings amount to EGP 7.2 billion as of December 31, 2010 and primarily relate to securities for borrowings of PMCL, Trans World associated (TWa), Orascom Telecom Tunisie s.a.(OTT) and Telecel Namibia Cell one . In the year ended December 31, 2010 and 2009 the Group capitalized borrowing costs of EGP 159 million and EGP 201 million, respectively, relating to the acquisition of property and equipment.

Reclassification to assets held for sale Currency translation differences Reclassifications As of December 31, 2010

(356)

98

36,934

(58) (12) 20

(7,408)

1,248

(1,695) 1,019 (200)

(656) (111) (41)

242

2,719

44,370

(343) (183) (28)

(8,763) (2,047) (281)

4,307

Accumulated depreciation and impairment As of January 1, 2010 Depreciation

640 380

31,994 15,101

2,096

32

1,402 1,182

20

(2,122)

146

1,217

Cost

Goodwill 6,948

Others 1,575

Total 18,698

4,767 181

38,803 16,844 (4,002) (212) 4,531

As of January 1, 2010 additions Change in the scope of consolidation Disposals

Reclassification to assets held for sale Currency translation differences

(1,550) (182) 235

(970)

35

(175)

Reclassification to assets held for sale Impairment loss Disposals

Change in the scope of consolidation

(74) (8) 10 3

97

(21)

(3,535) (167) 310 (966)

4,173

(393) (36) 6

261

(72)

(1)

(1,059) 350

Accumulated amortization & impairment As of January 1, 2010 amortization

As of December 31, 2010

6,587 4,571 (876) 728

5,874 883

71

(19)

(3,231)

205

(3) (7)

(1,744)

(185) 299

1,581 982

14,042 6,436

Currency translation differences As of December 31, 2010 Net book value as of December 31, 2009

387

Net book value as of December 31, 2010

562

15,491

575

253

21,833

979

31

31

16,503

734

423

4,397

236

25

17,093

641

Change in the scope of consolidation Disposals

4,531

27,526

Reclassification to assets held for sale Impairment Loss

(948) (181) 76

(174)

21

(1)

(1,050)

749

21,710

Land and Buildings Cost As of January 1, 2009 additions 994 5

Cell Sites 32,812 1,477 (313) 155

Computers, fixtures and other equipment 1,811 291 19

Assets Under Construction 5,289 28

Total 40,906 5,369 (420) (1,215) (477) 207

As of December 31, 2010

Currency translation differences

Reclassification to assets held for sale Disposals Currency translation differences As of December 31, 2009 As of January 1, 2009

Change in the scope of consolidation

107

3,494 (15) (118) (87)

Net book value as of December 31, 2010

Net book value as of December 31, 2009

3,075

5,604

3,512

142

(36) 6,065

238 910

(949)

28 1,035 546 593 4

(181) 342 110

4,964

12,262 8,585

5,457

(145) (21) 2

Reclassifications

(1,037) 36,934 11,567 4,142 (120) 26 25 3,998

(158)

(92) (87) (39) 1,916 1,020 321 3 13

Accumulated depreciation and impairment Depreciation

942 325 1

(4,013) 4,578 86 -

44,370 12,998 4,596 (159) 133 29

Impairment loss

Disposals

Reclassification to assets held for sale

Change in the scope of consolidation

133

(69) (11) 380 669 1

(108) (431)

(74) (60) 791 11

(39)

As of December 31, 2009

Currency translation differences

95 181 -

(251) (502)

Net book value as of December 31, 2009

Net book value as of December 31, 2008

15,101 21,833 21,245

1,182 734

562

4,397

5,203

16,844 27,908 27,526

73

Cost

Licences 10,302 46 -

Goodwill 6,741 265 -

Others 1,518 257 55

Total 18,561 257 366

21- Other financial assets (In million of EGP) financial receivables Derivative financial instruments Deposits financial assets held for trading financial assets available for sale 21.1 Financial Receivables Non-current 5,179 417 367 65 6,028 2010 Current 18 62 19 120 47 266 Total 5,197 479 386 120 112 6,294 Non-current 3,729 601 224 103 4,657 2009 Current 101 234 78 191 25 629 Total 3,830 835 302 191 128 5,286

As of January 1, 2009 Change in the scope of consolidation Disposals additions

Reclassification to assets held for sale

(48) (10)

(191) (26) (38)

(239) (209) (38)

As of December 31, 2009 As of January 1, 2009 Charge for the year

Currency translation differences Accumulated Amortization

10,175 4,006 639 5 -

(173)

6,948 813

1,575 746

18,698 5,565

As of December 31, 2009

Currency translation differences

Impairment Loss

Disposals

Reclassification to assets held for sale

Change in the scope of consolidation

Net book value as of December 31, 2009

Net book value as of December 31, 2008

4,571 5,604 6,296

(79)

6,065

5,928

883

(2)

72

242

(73) 9 -

881

(73) 81 -

10

As of December 31, 2009 and 2010 financial receivables mainly relate to loans provided to Globalive Management Corp (GWMC), a subsidiary of Globalive (see Note 16 share of loss of associates and gain on disposal of associates). During 2008 the Company entered into two loan agreements with Globalive Management Corp (GWMC, a subsidiary of Globalive) to borrow an amount of up to CaD 508 million (equivalent to EGP 2,334 million). Both loans are non-revolving term loans bearing interest of Libor plus 18%. In 2009 the loan agreements were amended to increase the facility to CaD 608 million (equivalent to EGP 3,225 million) and were further amended during 2010 to increase the facility to CaD 970 million (equivalent to EGP 5.6 billion). additionally, effective from January 1, 2011 the interest rate has been reduced to 10.8%. Globalive was awarded CaD 442 million (equivalent to EGP 2.6 billion) of spectrum licenses in March 2009 and the loans are secured on a subordinated basis by an assignment of these licenses and are guaranteed on a non recourse basis. 21.2 Derivative financial instruments

593

772

982

53

12,262

12,996

6,436

(28)

additions to intangible assets in 2010 primarily relate to licenses and others. Intangible assets pledged as security for bank borrowings amount to EGP 7 billion and primarily relate to securities for borrowings of PMCL, OTT and Powercom in Namibia. Impairment tests for goodwill Goodwill is allocated to the individual Cash Generating Unit (CGU) which reflects the minimum level at which the units are monitored for management control purposes. The following table provides an analysis of goodwill by segment

The carrying amount as of December 31, 2010 was subject to an impairment test to compare the carrying amount with value in use and the recoverable amount. The goodwill of Powercom in Namibia was impaired (see note no. 12 Impairment). after having considered this previous impairment, no further evidence of impairment arose. Value in use was determined by discounting the expected cash flows, resulting from business plans approved by the respective Board of Directors, using the post-tax weighted average cost of capital (WaCC) as the discount rate.

Globalive launched its wireless network to the Canadian market in December 2009 and is therefore in the start-up phase of operations and has incurred losses to date. The Groups share of these losses is in excess of the carrying value of the investment. The loans provided to Globalive are long term loans and have been considered to be a long-term interest forming part of the net investment in Globalive. as of December 31, 2010 the amount outstanding under such loan agreements, including accrued interest, was CaD 1,092 million (equivalent to EGP 6.4 billion), CaD 723 million, equivalent to EGP 3.8 billion as of December 31, 2009, the Groups share of the excess losses of Globalive compared to the carrying value of the investment have therefore been deducted from the long term receivable. after considering the share of such losses the amount recorded in financial receivables as of December 31, 2010 is EGP 4.65 billion and EGP 5,05 billion as of December 31, 2009). financial receivables as of December 31, 2009 include an amount of EGP 82.6 million relating to the receivable from the sale of OrasInvest which was settled in 2010.

2010 (In million of EGP) Algeria Pakistan Egypt Tunisia Bangladesh

Central and South Africa 388

Total

Interest rate derivatives foreign exchange derivatives Other derivative instruments Total Less non-current portion Interest rate derivatives foreign exchange derivatives Other derivative instruments Current portion 11

Assets

2010 461 18 479 399 18 62

Liabilities

487 120 607 154 402 51

Assets

2009 6 741 88 835 518 237 83

Liabilities

545 545 195 350 -

Total

Internet & fixed Line

Telecom services

GsM

2,925

1,542 5 1

2,925

1,547

32

66 -

38 2009

4,921

66

388 Central and South Africa 573

4,964

32

(In million of EGP)

Algeria

Pakistan

Egypt

Tunisia

Bangladesh

Total

Telecom services Total

GsM

2,925 -

1,464 5 -

814 41 9

175 -

59 -

Internet & fixed Line

6,010

14

2,925

1,469

864

175

59

573

6,065

41

74

Interest rate derivatives The notional principal amounts of the outstanding interest rate swaps that qualify for hedge accounting amounts to Us$ 1.5 billion, relating to the a1 and a2 term loan supplements of the Company. Under the derivative contract the Company pays fixed interest rate and receives 6 month Libor. Gains and losses are recognized in the cash flow hedge reserve in equity. As of December 31, 2010 the fair value of the derivative liability was Us$ 83 million (equivalent to EGP 487 million). The gain recognized in the cash flow hedge reserve, net of deferred tax during the year ended December 31, 2010, amounts to EGP 32 million. During 2009 the Company entered into a switchable interest rate swap for a notional amount of Us$ 500 million to cover a portion of the syndication loan. Under the derivative contract the Company received a 25 basis point reduction in the floating interest rate and at the end of the first year (September 23, 2010) the bank had the right to either switch to a fixed rate swap or switch to a floating rate with a cap. The Company therefore entered into a fixed interest rate swap covering the period from september 23, 2010 to March 23, 2013. Under the derivative contract the Company pays a fixed interest rate of 2.7625% per annum and received 3 month Libor. as of December 31, 2010 the fair value of the derivative liability was Us$ 21 million (equivalent to EGP 120 million). The changes in the fair value of the derivative are recognized in financial income and expense in the income statement. Foreign exchange derivatives foreign exchange derivatives primarily relate to the economic hedge of PMCL. The cross currency swap relates to certain borrowings of PMCL, which are swapped from Us$ to PKr and from Euro to PKr, whilst the associated interest is swapped from LIBOr to KIBOr and from Euribor to KIBOr. The changes in the

fair value of the derivative are recognized in foreign exchange loss / gain in the income statement. as of December 31, 2010 the fair value of this derivative asset was Us$ 80 million (equivalent to EGP 464 million) Other derivative instruments Other derivative instruments mainly relate to an embedded derivative on the Companys indexed notes. In february 2009 the Company issued equity indexed notes with a nominal amount of Us$ 230 million which mature in 2013. The notes have a redemption price on maturity which is indexed to the Companys GDr price. This feature of the debt is considered as an embedded derivative which is valued at fair value through profit and loss. As of December 31, 2010 the fair value of this embedded derivative asset was Us$ 3 million (equivalent to EGP 15.7 million). The fair value loss recognised through profit and loss with an amount EGP 61million. 21-3 Deposits Deposits primarily relate to letters of guarantee and other restricted cash held as security for the performance of Group obligations. Deposits in 2010 also include an amount of EGP 163 million relating to cash held in North Korea which is subject to restrictions on use for certain operating and capital expenses in local currency only. The funds cannot be converted into Euro and cannot be repatriated overseas. Deposits with amounts of EGP 192 million are pledged or blocked as security against related bank borrowings or others commitments. The following table shows the ageing analysis of financial receivables and long term deposits as of December 31, 2010 and 2009: 2010 2009 Deposits 302 302 -

My Screen Mobile Inc In May 2008, the Company concluded a restricted stock Purchase agreement with My screen Mobile Inc, an entity specializing in the delivery of advertising to mobile phones, to acquire 12.5 million shares which represents approximately 9% of the total share capital and existing voting rights. additionally, the Company purchased share warrants to acquire up to 20 million shares at an exercise price of Us$ 2 per share. The warrants can be exercised from the date of the agreement until May 23, 2012. The total purchase price of the shares and warrants was Us$ 10 million. Upon exercise of the warrants, the Company would hold approximately 20% of the existing and potential voting rights. Based on an assessment of the potential ownership percentage and other contractual rights, management does not consider that it has significant influence over the company. as of December 31, 2010 the carrying value of the investment is EGP 2 million. Lingo Media Corporation In august 2008, the Company entered into a subscription agreement to acquire 2,857,143 common shares of Lingo Media Corporation, a media entity focusing on online advertising. The investment represents approximately 23% of the total share capital and existing voting rights. The Company also purchased share warrants to acquire up to 2,142,857 shares of this entity. The warrants can be exercised from the date of the agreement for a period of two years, at an increasing price from Us$4 up to Us$8. The total purchase price of the shares and warrants was Us$ 5 million. The management does not consider that it has significant influence over the company. Therefore, the investment has been recorded as a financial asset available for sale and measured at fair value. as of December 31, 2010, the fair value of the investment amounted to EGP 11 million. The warrants expired, unexercised, during 2010. Financial assets held for trading financial assets held for trading relate to government treasury bills and investment bonds purchased by PMCL. Deferred tax liabilities As of January 1, 2010 Charged to the income statement Currency translation differences Change in scope Reclassification to assets held for sale As of December 31, 2010 Deferred tax assets As of January 1, 2010 Charged to the income statement Charged directly to equity Change in scope Currency translation differences Reclassification to assets held for sale As of December 31, 2010 Tax losses 1,328 (281) 22 1,069 Accrued expense 216 44 9 269 Depreciation and amortization 1,778 (72) 53 (338) 1,421

22- Deferred taxes Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred income tax assets and liabilities relate to income taxes due to the same tax authority. The following table provides a reconciliation of deferred tax assets and liabilities of the Group to the amounts included in the face of the balance sheet. 2010 2009

Deferred tax liabilities, gross Deferred tax assets offset Net Deferred tax liabilities Deferred tax assets, gross Deferred tax liabilities offset

(1,099)

2,185

1,086

(1,179)

2,370

Net Deferred tax assets of which recognized directly in equity

(1.099)

1,516

1,191

417 -

(1,179)

1,833

654 28

The movement in the deferred income tax account is as follows: As of January 1, 2010 537 2009 938

Currency translation differences Change in scope Reclassification to assets held for sale Charged to the income statement Charged directly to equity As of December 31,

(322) (68) 489 2 669

31

(105)

(68) -

(256) 28 537

Deposits Not past due Past due 0-30 days 384 386 2

Financial receivables 5,197 5,197 -

Financial receivables 3,830 3,830 -

The movement of deferred tax assets and liabilities during the year, without taking into consideration any offsetting is provided in the tables below: Unremitted earnings 331 368 20 (107) 612 Impairment of assets 50 (23) 1 28 Fair value 191 (72) 3 122 Provisions 42 (36) (6) Other 70 (53) 5 8 30 Fair value 99 (25) (2) 18 90 Other 9 19 (5) 9 (12) 20 Total 2,370 171 81 (330) (107) 2,185 Total 1,833 (318) (2) (8) 50 (39) 1,516

21-4 Financial assets available for sale Company name Smart Village (ECDMIV) My screen Mobile Inc Lingo Media Corporation Top Level Domain Co. Other investments ownership % 10% 9% 23% 5% 2010 46 2 11 53 112 2009 44 12 15 6 51 128

Depreciation and amortization 89 (16) (3) (3) (27) 40

75

Deferred tax assets on tax losses carry forwards mainly refer to income tax loss carry forwards of the Groups subsidiaries in Pakistan with no expiry date. No deferred tax assets were recognized on income tax loss carryforwards for some foreign subsidiaries, mainly Orascom Telecom Bangladesh Limited (OTB) and CaT, as it is currently not probable that taxable profit will be available in the near future against which such tax loss carryforwards might be utilized. Generally the Group does not recognize deferred tax assets for temporary differences related to accruals for provisions, due to uncertainties in connection with the tax treatment of such expenses, as they might be challenged by local tax authorities. No liability has been recognized in respect of temporary differences associated with investments in subsidiaries, branches and associates and interests in joint ventures, where the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. 23- Trade receivables receivables due from customers receivables due from telephone operators receivables due from authorized dealers Other trade receivables allowance for doubtful receivables Total 2010 992 523 55 561 (628) 1,503 2009 1,514 437 64 277 (464) 1,828

24- Other current assets Prepaid expenses advances to suppliers receivables due from tax authority Other receivables allowance for doubtful current assets Total 2010 473 118 4,345 507 (192) 5,251 2009 494 67 1,018 777 (272) 2,084

Dividends No dividends were distributed during 2010. The shareholders meeting of the Company held on June 7, 2009 approved a dividend distribution of EGP 1 per share in the form of cash and/or shares. Based on the announced distribution ratio of 36:1; on august 27, 2009 the Company distributed 243,376 shares to local shareholders and 1,985,097 shares to the GDr holders (equivalent to 9,925,487 local shares). Consequently, the Company distributed in cash an amount of EGP 180 million for a total number of local shares of 180,111,604 (EGP 1/share) and an amount of Us$ 60 million for a total number of 66,337,438 GDrs (equivalent to 331,687,192 local shares) (around Us$ 0.9022/GDr). 27- Borrowings within one year As of December 31, 2010 as of December 31, 2009 Liabilities to banks Bonds Derivative instruments Other borrowings Total as of December 31, 2010 4,840 346 5,109 182 70 1-2 years

The increase in receivables due from tax authority is mainly related payments of EGP 2.9 billion made by OTa during 2010 in relation to tax claims covering the years 2004-2007. see Note 36 Contingent assets and Liabilities for further information. The following table shows the movement in the allowance for other current assets: 2010 2009 at January 1 272 255 foreign Exchange differences additions (allowances recognized as an expense) Reclassifications Provisions Used At December 31, 25. Cash and cash equivalents Bank accounts Deposits Cash on hand Total 2010 2,915 1,852 17 4,784 2009 2,277 1,893 14 4,184 7 9 (90) (6) 192

Share based compensation plan as of December 31, 2009 the Company had 3,947,300 shares which were held for the purposes of the share based compensation plan. During the year ended December 31, 2010 the Group acquired 295,235 of its own shares for the purposes of the share based compensation. share grants exercised during 2010 resulted in 2,186,135 shares and 14,469,560 shares was added to consider the impact of the rights issue explained above, as a result of the above transactions, as of December 31, 2010 the Company had 16,526,050 shares held as treasury shares for the purposes of the share based compensation plan. The fair market value of such shares was Us$ 12 million equivalent to EGP 71 million).

(3) 29 (9)

2-3 years

3-4 years

4-5 years

after 5 years

Total

272

4,616 417

4,573

350 100 52

402

177 19 2

183

1,088 23 19 21

6,435

5,352

9,107

9,117 1,267 (5) 705

447

880 4,072 -

64

114 -

41

24,652 6,914 606 545 119 73 7,668

19,608

The following table shows the movement in the allowance for doubtful receivables at January 1 Exchange differences additions (allowances recognized as an expense) Change in scope Reclassification to assets held for sale Use reversal Reclassifications At December 31, 2010 464 34 155 (47) (24) (25) (19) 90 628 2009 373 (15) 218 (27) (59) (26) 464

Cash and cash equivalents at December 31, 2010 includes an amount of EGP1.9 billion held in OTa, in which prior approval is required to transfer funds abroad. 26- Share Capital Authorized and issued share capital and legal reserves as of December 31, 2009 the issued and fully paid share capital amounted to EGP 889 million comprising 889,100,105 shares of a nominal value of EGP 1 per share. The Company is listed on the Egyptian stock Exchange and also has GDrs (where one GDr is equivalent to 5 local shares) listed on the London stock Exchange. On December 27, 2009, the Extraordinary General Meeting, delegated the Board of Directors to proceed with all necessary legal procedures to increase the authorized share capital from EGP 2.5 billion to EGP 7.5 billion and authorized a rights issue. In connection with the rights issue, in March 2010, the Company issued 4,356,590,515 new shares with a nominal value of EGP 1. The net proceeds from the rights issue were approximately EGP 4,357 million equivalents to Us$ 800 million. as a result of the above transactions, as of December 31, 2010, the issued and paid up share capital amounted to EGP 5,245 million, comprising 5,245,690,620 shares of a nominal value of EGP 1 per share. as a result of the above transactions, as of December 31, 2010, the issued and paid up share capital amounted to EGP 5,245 million, comprising 5,245,690,620 shares of a nominal value of EGP 1 per share.

Total as of December 31, 2009 Liabilities to banks

5,483

5,640

4,839

5,476

15,582 6,463 Bonds

10,379

1,152

4,952

64

114

41

32,230

27,955

The following table shows the ageing analysis of trade receivables as of December 31, 2010 and 2009, net of the relevant provision for doubtful receivables: Not past due Past due 0-30 days Past due 31-120 days Past due 121 - 150 days Past due more than 150 days Trade receivables 2010 590 542 173 83 115 1,503 2009 677 476 449 22 204 1,828

appendix a includes a detailed analysis of liabilities to banks as of December 31, 2010. The decrease in borrowings is mainly attributable to the normal scheduled repayments of borrowing facilities, in accordance with the relevant agreements and due to the change in accounting for ECMs and reclassifying Orascom telecom Tunisia as a liabilities held for sale, as the comparative figures as of December 31, 2009 include the Groups proportional share of ECMs and Orascom telecom tunisia borrowings. Orascom Telecom Holding During 2010 the Company paid two scheduled payments of the a1 and a2 term loan supplements for a total amount of Us$ 150 million equivalent to EGP 827 million. additionally, an amount of EGP 207 million was made to settle the borrowings with audi Bank and EGP 628 million to settle major overdraft balances. Telecel Globe as of December 31, 2010 borrowings of Power-Com Ltd (a subsidiary of Telecel Globe) amounting to EGP 231 million, have been entirely classified within current liabilities due to PowerCom Ltd inability to meet the imposed promises mentioned in the contract. as a result, Power-Com Ltd is in the process of rescheduling its contract with this bank.

appendix B includes a detailed analysis of Bonds as of December 31, 2010. Changes in bond liabilities during 2010 primarily relate to the issuance of a new bond by Orascom Telecom Bangladesh. In particular in March 2010 Orascom Telecom Bangladesh, issued a senior secured bond with a nominal value of BDT 7,070 million (approximately EGP 581 million) . The notes carry a fixed coupon of 13.5% and mature in september 2014. Derivatives Details of the derivative liabilities are provided in Note 21 Other financial assets. Other Borrowings Other borrowings mainly include promissory notes and loans from non-controlling shareholders in subsidiaries.

The maximum exposure to credit risk at the reporting date is the carrying value of the receivable. The Group does not hold any collateral as security.

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Currency Information of Borrowings US$ as of December 31, 2010 Total borrowings by currency of issue 22,609 21,674 5,325 (935) Euro 939 15 15 Egyptian Pakistan Bangladeshi Algerian Tunisian Others Pound Rupee Taka Dinar Dinar 32 32 1 2,924 1,093 1,093 1,083 10 7 7 7 351 351 Total 27,955 27,955 11,214 -

of which (after derivative effect): floating rate borrowings fixed rate borrowings

Borrowings after derivative effect

Notional amount of currency derivatives

(924)

4,783 4,783 -

1,859

In March 2010, the Company issued 4,356,590,515 new ordinary shares through a rights issue. The rights issue was offered at EGP 1 per share and represented a fair value to the value of the existing shares. as per Eas 22 Earnings per share the number of shares used for prior year calculations of earnings per share shown above has been adjusted for the discounted rights issue in order to provide a comparable basis for the current year. 31- Business combinations During 2009 the Group acquired 100% of share capital of Power-COM (Cell One) in Namibia, a GsM telecommunications operator in Namibia through its subsidiary Telecel Globe, for a cash consideration of EGP 335 million. The acquired business contributed revenues of EGP 78 million and net loss of EGP 106 million to the Group in the period since acquisition. The purchase price for this acquisition was EGP 335 million of which EGP 168 million was paid during 2009 and the remaining portion was paid in 2010. The purchase price allocation was finalized on December 2009. There were no acquisitions during 2010. 32- Interest in joint ventures following joint ventures. Joint venture as of December 31, 2010 the Group had joint control in the Shareholding Country of domiciliation algeria

As of December 31, 2009

16,349 23,314 22,339 9,165 (975)

31 2,543 2,543 2,215 328 -

204 204 198 6 -

351 302 302 -

16,741 32,230 32,230 18,406 -

of which (after derivative effect): fixed rate borrowings floating rate borrowings

Borrowings after derivative effect

Notional amount of currency derivatives

Total borrowings by currency of issue

(1,520) 469

1,989

5,663 5,663 -

2,495

3,168

562 562 562 -

148 148 148 -

13,174

455 14

302

13,824

financial liabilities include secured liabilities of EGP 21.5 Billion as of December 31, 2010 and EGP 22.5 Billion as of December 31, 2009. In general, the financial liabilities are secured on property 28- Other liabilities Current Telecommunication license payable Taxes (other than income taxes) Due to local authorities Personnel payables Other Total Prepaid Traffic and deferred income 81 Non-current 431 2010

and equipment of the relevant subsidiary, pledged shares and receivables.

Total 512

Current 1,561

Non-current 442

2009

Total 2,003

Consortium algerian 50.00% Telecommunication s.P.a.

Consortium Algerian Telecommunication S.P.A. CAT) CaT was formerly a landline operator in algeria which ceased operations during the period. The current intention of the management of CaT is to liquidate this company. Therefore the Group has fully written down all assets relating to this business. 32. Commitments The commitments as of December 31, 2010 and 2009 are provided in the table below: 2010 Intangible assets Property and equipment Others Total 750 1,129 2009 766 1,870 604

1,095

1,677

1,095

1,257

1,069

395

4,317

200

16

1,677

1,307

647

1,269

411

716

1,257

425

1,307

4,964

6,006

740

220

716

425

662

6,668

960

The decrease in telecommunication license payable is mainly related to the change in accounting treatment of ECMs. In 29- Trade payables Capex payables Trade payables due to suppliers Trade payables to telephone operators Other trade payables Total Trade payables are all due within one year. 30. Earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, excluding ordinary shares purchased by the Company and held as treasury shares or for the purposes of the share based compensation. 2010 2,209 880 564 1,058 4,711 2009 2,591 1,480 535 1,139 5,745

2009, telecommunication license payable includes the Groups proportional share. 2010 (loss)/Profit attributable to equity holders of the Company continuing operations (In million of EGP Profit from discontinued operations attributable to equity holders of the Company (In million of EGP Weighted average number of shares (in millions of shares) (1,226) 2009 280

1,879

3,240

2,107 5,074 (0,24) 0,41 0,17

1,565 4,395 0,063 0,36 0,42

Commitments for purchase of property and equipment mainly relate to commitments of Mena cable amounting to EGP 463 million relating to the purchase of marine cables and related equipment. The following table provides the future aggregate minimum lease payments under non-cancellable operating leases: Within one year Between 1-5 years after 5 years 2010 52 52 47 151 2009 44 39 44 127

Loss/earnings per share basic (in EGP) from continuing operations Earnings per share basic (in EGP) from discontinued operations Total earnings per share

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34. Share based compensation The following table provides a summary of the Companys existing Executive share Option Plans (EsOP), not expired as of December 31, 2010: Grant date January 1, 2009 January 1, 2009 January 1, 2009 January 1, 2010 Tranche 1 2 3 1 GDRs granted (thousands) 1,377 153 153 1,831 Vesting period (months) 12 24 36 12 Contractual term (months) 36 48 60 36 GDR price at grant date in EGP GDR market price at grant date in EGP 153.8 153.8 153.8 25.81 Fair value of GDRs at grant date in EGP 148.7 143.4 138.2 25.8

The table below sets forth the awards outstanding as of Decem:ber 31, 2010 and their expiry dates Expiry date - December 31 2010 2011 2012 2013 2014 2015 Total Exercise price in EGP per GDR 0 51.85 2010 1,377 1,984 153 3,514 GDRs (thousands) 2009 24 18 453 130 79 23 727

The EsOP was introduced in 2003 and the Company since then uses treasury shares bought from the market to cover the plan. The Board of Directors of the Company has appointed a Committee that can grant GDr options or GDrs to employees of the Company and its subsidiaries through Orascom Telecom EsOP Limited., Malta, a wholly owned subsidiary. such GDrs of the Company are listed on the London stock Exchange and denominated in Us$. awards under the EsOP are generally reserved for employees at a senior management level and above that have spent at least one full year of services in the Company and that have a satisfactory performance according to their appraisal reports. The Company has made annual grants on July 1 each year since 2003; from 2007 onwards additional GDrs were granted on January 1 to existing employees. The GDrs granted vest in three installments over the vesting periods that vary from 12 to 42 months. starting from 2005 GDrs are granted for free Average exercise price in EGP per GDR option granted 51.85 51.85 2010 GDR options (thousands) 4 (4) -

and must be exercised within two years after the end of the vesting period. Exercise of an award is subject to employment in the Group at the exercise date. The Group has no legal obligation to repurchase or settle the awards in cash. GDrs were valued using the Black-scholes option-pricing model. The assumptions for calculations of the fair value per GDr at the grant date include the GDr price at each grant date, nil exercise prices, a GDr price volatility between 29% and 69%, a dividend yield of 1% and an annual risk free rate between 3.74% and 6.45%. The following table provides a breakdown of the movements of outstanding GDr options and GDrs granted and their weighted average exercise price: 2009 GDR options (thousands) 4 4 4 GDRs granted for free (thousands) 504 467 (90) (158) 723 198

35. Related party transactions Transactions with subsidiaries, associates, parent Company and its subsidiaries and other related parties are not considered atypical or unusual, as they fall within the Groups normal course

of business and are conducted under market conditions that would be performed by independent third parties. The main related party transactions are summarized as follows: Purchase of services and goods 2010 2009 1 3 364 54 2 2 20 446 2009 26 4 147 8 6 2 3,542 5 1 1 3,742 6 364 3 11 41 64 1 4 494 2010 3 10 55 1 2 71 Interest income 2010 204 204 Payables 2009 2 20 90 9 1 2 5 7 136 2009 179 179

GDRs granted for free (thousands) 723 1,831 (190) (203) 1,353 3,514 1,377

at January 1 Granted forfeited Exercised Expired rights Issue At December 31 thereof exercisable

Average exercise price in EGP per GDR option granted 51,32 51,32 9,20

Weather Investments Group Weather Investments Wind Telecomunicazioni spa WIs sarl Orascom Telecom service Europe Joint ventures ECMs OTT Associate GWMC ECMs Other related parties Orascom Construction Industries summit Technology (Orascom Technology solution) Orascom Trading Orascom Training & Technology Contrack facilities Management Total

Sale of services and goods 2010 2009 48 4 495 17 63 627 2010 34 5 91 4,655 13 1 4,799 69 17 437 42 20 585 Receivables

The weighted average GDr price during 2010 amounted to Us$ 4.8(2009; Us$ 25.14). The following table details the range of exercise prices and the weighted average remaining contractual life of outstanding awards as of December 31, 2010 and 2009: December 31, 2010 Range of exercise price in EGP 51,85 Nil Weighted average exercise price in EGP 51,85 Nil Number of GDRs (thousands) 3,514 Weighted average remaining life in months 26 Weighted average exercise price in EGP 51,85 Nil December 31, 2009 Number of GDRs (thousands) 4 723 Weighted average remaining life in months 29

Weather Investments Group Weather Investments Wind Telecomunicazioni spa WIs sarl rain srl Joint ventures ECMs OTT Associate GWMC ECMs Other related parties Orascom Construction Industries summit Technology (Orascom Technology solution) Orascom Trading Gemini Total

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Transactions with Weather Investments Group The Group is directly controlled by Weather Investments. Transactions with Weather Investments and its subsidiaries mainly relate to management fees charged by the Company and interconnection traffic between the Group and the subsidiaries of Weather Investments, and particularly Wind Telecomunicazioni spa. Transactions with Joint Ventures of the Group Transactions with joint ventures of the Group mainly refer to transactions with OTT and ECMS relating to interconnection traffic and the sale of handsets (see note no. 6 assets and liabilities held for sale and discontinued operations). Transactions with Associates of the Group OTH provided financing to GWMC, an associate of the Group, in connection with the funding of the acquisition of the spectrum licenses. Transactions with associates also include ECMs relating to interconnection traffic and the sale of handsets (see note no. 6 assets and liabilities held for sale and discontinued operations). Transactions with other related parties The Group is indirectly controlled by the sawiris family. Transactions with entities under the control of the sawiris family mainly refer to transactions with Orascom Constructions Industries, Orascom Technology solutions, Orascom Trading and Orascom Training & Technology. Transactions with Orascom Technology solutions mainly refer to maintenance activities of electronic hard- and software carried out for the Group. Orascom Constructions Industries mainly provide maintenance and construction services for the buildings the Group is working in, whereas transactions with Orascom Training & Technology mainly include management training programs. 36- Contingent liabilities The Group is subject to various legal proceedings and claims which arise in the ordinary course of business due to the nature of the operations of the Group and the nature of the markets where the Group operates. The Group recognizes a provision for losses and liabilities when the existence is certain or probable. as of December 31, 2010 the Company is a party in a number of legal cases which resulted from carrying out its activities. Based on the legal advice obtained, the Companys management believe that the outcome of these lawsuits, individually or in aggregate, would not be material to the Groups results. Pioneer Investment Ltd The Jordanian Tax authority claims for JD 49.2 million equivalent to 402.8 M EGP, income tax against Pioneer Investment Ltd. in connection with the sale of fastlink (Jordan Mobile Telecommunication services) in 2002 to MTC by Pioneer Investment Ltd a wholly owned subsidiary of OTH. Ring Group ring group received a tax claims amounting to Us$ 46 million, equivalent to 267 M EGP relating to the assessment of the period 2005/2008. The company has provided a provision for such assessments with an amount of Us$ 9 million, equivalent to 52.2

M EGP has been accrued. No further appeals were made by ring Group and as such the amount became payable. No further payments have been made and management have not made any provision as liquidation of this company is in process. Orascom Telecom Iraq Disposal Warranties Orascom Telecom Iraq upon the disposal of its investment in (Iraqna for Mobile services-subsidiary) the company provided warranty to the purchaser of the investment. This warranty, which in respect of tax covenant claims, of which no more than Us$ 60 million equivalent to 348.3 M EGP shall be payable in relation to tax covenant claim. Intouch Group Intouch group received a tax claim amounting to DZD 205 million equivalent to 16 M EGP in addition to DZD 51 million equivalents to 3.9 M EGP. On January, 2009 the company paid 20% from total tax claim in order to be able to appeal against that claim. The subsidiary was granted a tax exemption amounting DZD 205 million and the remaining amount of DZD 51 million was recorded as provision Wind Canada In January 2010, Globalive Wireless Management Corp. was named as a respondent in an application by Public Mobile Inc. to the federal Court of Canada for an order overturning the December 2009 Cabinet order which permitted GWMC to launch its wireless operations. In that December 2009 order, the Cabinet had determined that the Company met the requirements of Canadas ownership and control rules and was, therefore, eligible to commence operations. On february 4, 2011, the federal Court ruled that the Cabinet order contained two errors and should be quashed. WIND Mobile and the Canadian Government have appealed the decision and the decision has been stayed pending the resolution of the appeal. WIND Mobile expects a favorable outcome. Telecel Globe Group Telecel CAR On, august 2009, Telecel Car received from the Post and Telecommunication Ministry a license revaluations document, stipulated that TCar should pay a complement amount of 1B Xaf equivalent to 11.8M EGP for the licensee. Telecel did not pay this amount and no provision has been booked. Telecel has sent a request to the government in which it proposes the payment of the revaluation of the licence. This payment is conditioned by the recovery of receivables due to Telecel Car by socatel (public operator) and Government 712 million Xaf equivalent to 8.4M EGP . The amount that has been paid on Q4 2010 by Telecel is 400 million Xaf equivalent to 4.7 M EGP instead of 288 million Xaf equivalent to 3.4 M EGP. also, Telecel has paid an amount of 663 million Xaf equivalent to 7.8 M EGP , as agreement fees, these amounts have been booked on costs, but they have not received any bill or agreement relating to this fees. U-Com IOn January 2010 UCOM a subsidiary of Telecel Globe received from the tax administration preliminary assessment amounting to Us$ 11 million equivalent to EGP 63.8 million. The company has booked a total provision with an amount Us$ 7 million equivalent to EGP 23.2 million. On august 2010, a compromise has been signed between U-COM

and local tax authority, U Com agreed to pay UsD 3.1 Million equivalent to EGP 17.9 million as advance before the end of year 2010, the company already paid UsD 1.9 million equivalent to EGP 11 million as at 30 september 2010 in order to resolve all pending issues relating to the tax due relating to financial years 2008 and 2009. PMCL tax claims Income tax proceedings PMCL is involved in proceedings regarding tax claims up to the tax year 2007, whereby the tax authorities conducted assessments by curtailing expenditure claimed by PMCL. PMCL has tax claims up to year 2007 which the tax authorities either framed or assessed. PMCL has filed appeals to the appellate authorities against the re-assessment orders. The disputed demand against the above assessments framed/amended aggregates to rs. 1,920.51 million equivalent to 130.2 M EGP. The company has made a provision for such assessments for an amount of rs 191 million equivalent to 13 M EGP. Sales tax proceedings The tax authorities levied sales tax/federal excise duty aggregating rs. 3,254 M equivalent to 220.6 M EGP for the year 2008. The parent company has filed appeal against the order before CIR(A). A writ petition has been filed with the High Court. The tax authorities issued orders for the years 2007 to 2009 for an aggregate amount of rs 838 M equivalent to 56.8 M EGP on account of fED by contending that the parent company was franchisee of IWCPL. The parent company has filed appeal against these orders before the CIR(A). A writ petition has also been filed before the High Court and stay against recovery of tax demand has been granted in this respect. Telecom Egypt Interconnection Prices Telecom Egypt filed a complaint with the National elecommunication T regulatory authority (NTra), with the purpose of changing its interconnect prices with the mobile operators, with which it has existing contracts. ECMs responded to the complaint before the NTra Dispute resolution Committee asking to honor the existing effective contract between ECMs and Telecom Egypt. The NTra issued a ruling on the dispute on september 3, 2008 in favor of Telecom Egypt by changing the interconnect prices between the fixed and mobile networks to be effective from that date. ECMs informed the NTra of its objection and rejection of the decision as it has no legal or contractual basis and that we intend to bring the matter to the courts in order to protect our interest. On November 01, 2008 a law suit against the NTRA was filed in the administrative Court at the state Counsel asking for staying and nullifying the NTra decision. On september 3, 2009 and based on the interconnect agreement (article (25) first paragraph) the Company filed an arbitration against TE according to the rules of The Cairo regional Center for International Commercial arbitration in order to settle the existing dispute between the two parties. On October 9, 2009 TE sent an initial response and a counter claim in the arbitration filed against it. On December 31, 2009 the NTra issued a decree (which was amended by another decree on January 14, 2010) making new changes to the interconnect prices between the different operators to be applied retroactively from september 1, 2009. The decrees were based on the September 03, 2008 decision. ECMS filed an administrative claim to stay and nullify the 2 decrees. On June 5, 2010 the administrative court accepted the summary request in the lawsuits filed by the Company and therefore ruled:

First: Staying the implementation of the first appealed decision dated 3/9/2008 related to items 2, 8, 9 -and all effects related to its consequences- that sets the interconnection tariffs for outgoing calls initiated from Telecom Egypt terminated on Mobinil network at 11.3 P.T. per minute and setting interconnect tariffs for outgoing calls initiated from Mobinil terminated on Telecom Egypt at 6.5 P.T. per minute, and obliged the defendant to pay all the expenses related to this lawsuit. Second: staying the implementation of the second appealed decision dated 31/12/2009 -and all effects related to its consequences that was amended by the decision dated 14/01/2010, which sets interconnect tariffs for outgoing calls initiated from mobile operators networks (Vodafone Egypt & Etisalat Egypt) and also Telecom Egypt network terminated on Mobinil network at 8.5 P.T per minute calculated on seconds basis, and setting interconnection tariffs for outgoing calls initiated from Mobinil terminated on Vodafone Egypt network at 10 P.T per minute calculated on the basis of the second and the terminated on Etisalat Egypt network at 11 P.T per minute calculated on the basis of the second and the terminated on Telecom Egypt network at 6.5 P.T per minute calculated on the basis of the second, and what was included in this decision from setting tariffs by the NTra on a regular basis and when needed, and obliged the defendant to pay all the expenses related to this lawsuit. The administrative court has referred the lawsuit to the state commissioners authority to prepare a legal opinion concerning the request to nullify the said decisions. The NTra appealed the staying decision before the High administrative Court. The state Commissioner issued its advisory report on December 6, 2010 in the summary appeal, recommending the reversing of the summary decision rendered on June 05, 2010 in favor of ECMs. The High administrative Court shall decide on the appeal after hearing the parties reply to the state Commissioner report. ECMs and its external legal counsel believe that it has a strong legal position as the NTras decisions do not have legal or contractual ground, hence interconnect revenue and costs continued to be recorded based on the existing agreement with Telecom Egypt and other mobile operators. If ECMs had applied these decisions, the Groups share of interconnect revenue and interconnect costs would have decreased by approximately Us$ 11 million equivalent to 63.8 M EGP and Us$ 4 million equivalent to 23.2 M EGP, respectively for the year ended December 31, 2008, by approximately Us$ 39 million equivalent to 226.4 M EGP and Us$ 9 million equivalent to 52.3 M EGP, respectively for the year ended December 31, 2009 and by approximately Us$ 57 million equivalent to 330.9 M EGP and Us$ 14 million equivalent to 81.3 M EGP, respectively for the financial year ended December 31, 2010. OTA tax claims OTa has been inspected by the tax authorities up to the end of fiscal year 2009 which has resulted in three tax clamis Year 2004 On April 27, 2009 OTA has received a final tax assessment relating to 2004 tax year amounted to DZD 3,948 million equivalent to 308.7 M EGP .The Company filed a claim against the tax authority after the payment of 20% of final tax assessment . In January 2010 the company received a refusal on the objection dated June 2009. OTA subsequently filed an appeal before the

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Central Committee which was subsequently rejected. On april 4, 2010 an appeal was filed before the Administrative Algerian Court Tribunal administrative algrienne. an amount of DZD 4,532 million equivalent to 354.4 M EGP, including penalties of DZD 584 million equivalent to 45.7 M EGP has been paid in relation to this tax assessment in order to proceed with the various appeals. Years 2005-2007 In November, 2009, OTA received a final tax assessment of the years 2005 until 2007, amounting to DZD 43,910 million DZD equivalent to 3,434 M EGP. approximately 85% of the assessed amount is due to a rejection of OTaa accounts by the DGE (Tax Department for Large scale Companies) .OTa has appealed the assessments after the payment of 20% of final tax assessment. On March 4, 2010 OTa received a rejection on its administrative appeal filed in December 2009. In order to file its second appeal, OTa paid a further 20% of the remaining outstanding balance of the taxes and penalties assessed by DGE, amounting to approximately Us$ 110 million equivalent to 638.6 M EGP. On March 30, 2010 the subsequent appeal was declined. On april 4, 2010 OTA filed before the Administrative Algerian Court Tribunal administrative algrienne. an amount of DZD 47,548 million equivalent to 3,718 M EGP, including penalties of DZD 3,639 million equivalent to 284.5 M EGP has been paid in relation to this tax assessment in order to proceed with the various appeals. Payment of the remaining penalties amounting to DZD 1,767 million equivalents to 138.2 M EGP has been suspended until final ruling of the administrative Court. Years 2008-2009 In November 2009, OTA received a final tax assessment relating to the tax years 2008 and 2009 amounting to DZD 17,064 million equivalents to 1,334 M EGP. On february 6, 2011, OTa paid the full amount of the tax claim to avoid penalties. During february 2011 OTA filed an appeal before the Administrative Algerian Court Tribunal administrative algrienne. In relation to the above disputes, based on a technical report prepared by an external expert, OTa has accrued a provision of DZD 6,802 million as follows: DZD 908 million equivalent to 71 M EGP for 2004 tax claim DZD 2,957 million equivalent to 231.2 M EGP for 2005/2007 tax claim DZD 2,937 million equivalent to 229.7 M EGP for 2008/2009 tax claim The experts report assumes that the reject of accounting is arbitrary and the related tax assessments have been disregarded by the experts estimate. all amounts will be recoverable if OTas case against the tax authority is successful. Letters of credit and guarantee The Group has provided guarantees and letters of credit in the ordinary course of business of the Groups activities. Guarantees include the following: Letters of guarantee provided by ring Egypt to suppliers .The Companys share in letters of guarantee is equivalent to Us$ 52 million. Letter of Guarantee amounting to Us$ 1 million equivalent to 5.8 M EGP. In favor of NTra to guarantee MENa Cable

execution of its entire obligation related to constructing, operating and renting sea cables networks and its infrastructure for international communications. Letter of guarantee in a favor of Lebanon Ministry of Telecommunication (rOL) to guarantee OTH in the payment of any amount due by the selected Participant to rOL amount with Us$ 30 million equivalent to 174.1 M EGP. Guarantee provided by Orascom Telecom Bangladesh in favor of Ministry of Post & Telecommunication, the Chief Controller of Exports and Imports and Power development board existed of BDT 99 million equivalent to equivalent to 8.1 M EGP. Guarantee provided by MENa Cable in favor of Gulf ridge International equivalent to Us$ 29.1 million equivalent to 169 M EGP.

of the Transaction, which is expected to take place in the first half of 2011. On March 29, 2011 the Company announced that it has obtained the consent of the Egyptian financial supervisory authoritys to convene its Ordinary General Meeting and Extraordinary General Meeting on april 14, 2011 to vote on certain resolutions related to the previously announced expected combination of WIND TELECOM S.p.A. with VimpelCom Ltd. The resolutions to be voted on include: Refinancing Plan: the approval of a refinancing plan to repay the Companys outstanding secured and high yield debt together with certain derivative transactions for an amount of approximately Us$ 2.7 billion equivalent to EGP 15,675 million. The refinancing plan will be entered into as a related party transaction with VimpelCom (or one of its affiliates) following the closing of VimpelComs combination with WIND TELECOM, and under which VimpelCom would provide the funding to refinance the Companys secured and high-yield debt, together with certain derivative transactions. The combination of WIND TELECOM and VimpelCom triggers the refinancing of the senior secured credit facility and equity linked notes. In addition, the refinancing of the high yield notes will facilitate the execution of the demerger. Increase in Authorized Share Capital : an increase in the Companys authorized share capital to EGP 14 billion. Pursuant to the proposal to increase the authorized share capital from EGP 7.5 billion to EGP 14 billion, the current issued and paid-in capital will remain the same. any future issuances will be undertaken in order to repay debt, will offer customary preemptive rights to all shareholders, and will be issued at fair market value rather than par value. Demerger Plan: the approval of the planned demerger from OTH of Orascom Telecom Media and Technology Holding s.a.E. (OTMT) a company to be formed at the time of the demerger. OTMT will hold certain assets of OTH that are not intended to form part of the VimpelCom WIND TELECOM group going forward, including OTHs interests in Egyptian Company for Mobile services, CHEO Technology Joint Venture in North Korea, Orascom Telecom Ventures S.A.E. (formerly Intouch Communications Services s.a.E.) as well as other investments in the media and technology sectors, including undersea cable assets. The split of OTH into two separate companies will be conducted by the way of a demerger of OTMT and will result in existing shareholders of OTH holding the same percentage interest in OTMT as they hold in OTH as of the record date of the demerger. following the effectiveness of the demerger and consummation of the VimpelCom-WIND TELECOM transaction, WIND TELECOMs then owned 51.7% indirect stake in OTMT will be transferred to Weather Investments II s. r.l. (Weather II), the current main shareholder of WIND TELECOM, as part of the consideration for the VimpelCom-WIND TELECOM transaction. Weather II has notified OTH that it intends to cause OTMT, following the completion of the demerger and the listing of OTMT shares on the Egyptian stock Exchange, to launch a voluntary tender offer to buy back all of OTMTs issued shares at fair market value (the Buyback Tender Offer). An independent financial advisor registered with EFSA will be appointed to give a view on the fairness of the valuation of the cash or other consideration offered to OTMT shareholders. any Buyback Tender Offer will comply with all applicable legal requirements. On april 14, 2011 Orascom Telecom Holding s.a.E announced that the Companys shareholders approved all of the items on the Ordinary and Extraordinary General assembly Meetings

, Shareholders approved the following significant resolutions, among others: 1. The approval of a refinancing plan to refinance the Companys outstanding secured and high yield debt together with certain derivative transactions in an amount of approximately Us$2.7 billion equivalent to EGP 15,675 million. an increase in OTHs authorized share capital to EGP 14 billion (with the issued and paid-in capital remaining unchanged). The approval of the planned demerger from OTH of Orascom Telecom Media and Technology Holding s.a.E. (OTMT), a company to be formed at the time of the demerger. OTMT will hold certain assets of OTH that are not intended to form part of the VimpelCom-WIND TELECOM group going forward, including OTHs interests in Egyptian Company for Mobile Services (ECMS), CHEO Technology Joint Venture company (koryolink) in North Korea, Orascom Telecom Ventures s.a.E. (formerly Intouch Communication services s.a.E.), as well as other investments in the media and technology sectors, including undersea cable assets.

2. 3.

37-Subsequent events As described in Note 6, Assets and Liabilities Classified As Held for sales and Discontinued Operations, on January 5, 2011 the Company announced that it had completed the sale of its entire shareholding in Orascom Tunisia Holding Ltd and Carthage Consortium Ltd. for a total cash consideration of Us$ 1.2 billion equivalent to EGP 6,967 million. On January 17 2011,Orascom Telecom Holding announced obtained the support of its senior secured Lenders for relief from representations, warranties, and covenants in the credit agreements as they relate to Orascom Telecom algeria (OTa), in order to provide the Group with greater flexibility while it assesses its alternative options relating to OTa. On March 1, 2011, Orascom Telecom Holding (OTH) announced that it has been awarded an extension to the management contract of alfa with the republic of Lebanon, for a further year commencing on february 1, 2011. The terms of this new contract remain the same whereby, OTH receives a monthly sum of Us$ EGP 14.5 million in addition to 8.5% of 2.5 million equivalent to total revenues. Out of these amounts, OTH is liable to cover all the operational expenses (OPEX) of the network and is entitled to keep the remainder as management fees. The republic of Lebanon is fully responsible for the CaPEX during the contract period. VimpelCom Transaction VimpelCom Ltd. (VimpelCom) and WIND TELECOM S.p.A. (WIND TELECOM formerly, Weather Investments s.p.a.) announced in October 2010 that they had signed an agreement to combine the two groups (the Transaction). at the closing of the Transaction, VimpelCom Ltd will own, through WIND TELECOM, 51.7% of Orascom Telecom Holding s.a.E. (Orascom Telecom) and 100% of Wind Telecomunicazioni s.p.a. (Wind Italy). Under the terms of the Transaction, WIND TELECOMs shareholders will contribute to VimpelCom their shares in WIND TELECOM in exchange for a consideration consisting of 325,639,827 newly issued VimpelCom common shares, US$1.8 billion equivalent to EGP 10,450 million in cash and certain assets that will be demerged from Orascom Telecom and from Wind Italy. The WIND TELECOM interests in these assets, which principally comprise Orascom Telecoms investments in Egypt and North Korea, will be transferred to the current WIND TELECOM shareholders. Wind Hellas Telecommunications s.a. in Greece is entirely excluded from the Transaction. On March 17, 2011 it was announced that the majority of VimpelCom shareholders had voted in favor of the issuance of VimpelCom common shares and convertible preferred shares and the increase of VimpelComs authorized share capital needed to complete the combination. following this favorable outcome, the management teams of VimpelCom and WIND TELECOM will proceed in satisfying the conditions precedent for the completion

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Appendix A
Current Orascom Telecom Holding S.A.E. a1 Term Loan supplemnt a2 Term Loan supplemnt revolving Credit supplemnt NsGB NsGB-1 NsGB-2 NsGB-4 Pakistan Mobile Communications Limited Citibank N.a - Islamabad - Pakistan royal Bank of scotland (formerly aBN aMrO Bank)Islamabad- Pakistan Habib Bank Limited - Islamabad - Pakistan (2007) royal Bank of scotland, London - Citibank London - ECGD - ECa royal Bank of scotland, London - Citibank London COfaCE Loan - ECa royal Bank of scotland, London -aB svensk ExportKredit sweeden - Hermes - ECa royal Bank of scotland, London -The OPEC fund for international Development - ECa royal Bank of scotland, London; Citibank International plc; sumitomo Mitsui Banking Corporation Europe Limited - ECGD - ECa round II royal Bank of scotland London; Citibank International plc; sumitomo Mitsui Banking Corporation Europe Limited - Coface - ECa round II royal Bank of scotland, London; Citibank International plc; sumitomo Mitsui Banking Corporation Europe Limited - Hermes - ECa round II DEG - Germany fMO - Netherlands MCB Bank Limited (PKr 22.060 Billion) - Islamabad - Pakistan sCB Bank Limited sTfa (PKr 5.1 Billion) - Islamabad Pakistan Dubai Islamic Bank (Pakistan) Ltd Ijara facility PKr 700 Million silkbank Limited PKr 400 Million 10 122 69 40 144 29 19 67 120 134 19 154 10 242 203 59 144 29 19 221 PKr PKr PKr UsD EUR EUr EUr UsD 158 3,548 3,000 10 19 4 3 40 1,740 3,548 3,000 48 125 46 10 70 7/02/2011 18/12/2012 18/12/2013 28/02/2012 30/12/2011 29/03/2011 15/12/2011 28/02/2014 secured secured secured secured secured secured secured secured 1,469 763 11 1 2 2 2,248 3,604 1,873 5,815 3 7 1 6 11,309 5,073 2,636 5,826 4 9 1 8 13,557 UsD UsD UsD EGP EGP EGP EGP 888 462 1,000 4 9 1 8 987 513 1,000 6 15 6 9 17/04/2013 17/04/2013 17/04/2013 08/03/2014 28/02/2013 08/03/2014 31/07/2015 secured secured secured unsecured unsecured unsecured unsecured Millions of EGP Noncurrent Total Currency Nominal Millions of contract currency Line of credit Maturity Securities

Appendix A
Current Orascom Telecom Bangladesh Limited Hermes facility UsD Commercial faciilty DfI facility BDT a facility BDT B facility standard Chartered Bank, London Commercial Bank of Ceylon Citibank, N.a. standard Chartered Bank BraC Bank Ltd. Eastern Bank Ltd. The City Bank short Term WCs - sCB - 650mln short Term WCs - sCB - 1.21bln Mutual Trust Bank Limited Dutch Bangla Bank Limited Orascom Telecom Algeria S.P.A. Hermes loan Med Cable Limited Export Credit Loan Calyon Intouch for Telecommunication Services NsGB 155 41 41 350 122 1 2 1,328 73 77 77 1,245 171 47 27 2,296 228 118 118 1,595 293 48 29 3,624 EUr EUr EUr PKr PKr PKr PKr 30 15 15 22,060 4,250 700 400 110 20 20 22,060 5,100 700 400 16/03/2012 15/08/2013 15/08/2013 1/04/2014 5/09/2013 5/09/2012 30/07/2015 secured secured secured secured secured secured secured 1 1 1 1 L.E 1 35 01/04/2011 secured 16 16 16 16 EUr 2 12 13/09/2011 Guaranteed by OTH 116 116 148 148 264 264 UsD 47 86 15/11/2012 secured 92 186 42 50 15 35 8 53 84 34 8 16 53 100 30 8 814 255 324 106 25 39 190 939 347 510 148 75 54 225 8 53 84 34 8 16 53 100 30 8 1,753 UsD UsD UsD BDT BDT UsD BDT BDT BDT BDT BDT BDT BDT BDT BDT BDT 62 89 26 945 714 43 100 650 1,000 400 100 200 650 1,210 360 100 120 130 30 2,520 1,020 50 100 650 1,100 400 950 200 650 1,210 360 100 01/07/2014 01/08/2013 15/06/2014 30/06/2012 30/06/2014 30/09/2016 28/02/2011 renewal in process 16/03/2011 renewal in process 31/05/2011 renewal in process 30/07/2011 26/08/2011 renewal in process renewal in process secured secured secured secured secured secured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Noncurrent Millions of EGP Total Currency Nominal Line of credit Maturity Securities Millions of contract currency

116

152

268

EUr

36

85

31/12/2013

secured

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Appendix A
Current Telecel Globe Limited Nedcapital Investec bank Banque de development des etats de l'afrique Central March 2007 Ecobank Centrafrique s.a Commercial Bank Centrafrique May 2008 Commercial Bank Centrafrique sept 2007 Banque Populaire Maroco Centrafricaine Ecobank Centrafrique s.a - overdraft Banque Populaire Maroco Centrafricaine - overdraft Commercial Bank Centrafrique - overdraft Trans World Associates (Private) Limited United Bank Limited Habib Bank Limited allied Bank Limited askari Bank Limited standard Chartered Bank Pakistan Limited Pak Oman Investment Company Limited The Bank of Punjab Bank alfalah Limited saudi Pak Industrial & agricultural Co. (Pvt) Limited Total - liabilities to banks Millions of EGP 135 135 7 5 2 2 8 2 4 6 306 2 2 1 1 1 1 1 1 1 11 4,840 19 25 1 2 47 6 4 4 3 3 3 2 2 2 29 14,768 135 135 26 30 2 3 10 2 4 6 353 8 6 5 4 4 4 3 3 3 40 19,608 Noncurrent Total Currency Nominal Line of credit Maturity Securities Millions of contract currency NaD NaD Xaf Xaf Xaf Xaf Xaf Xaf Xaf Xaf 156 156 2,139 2,466 125 215 850 250 198 726 156 156 2,139 2,466 125 215 850 250 198 726 30/06/2016 30/06/2016 30/06/2015 08/10/2014 30/06/2011 31/07/2012 28/02/2012 12 months revolving 12 months revolving 12 months revolving secured secured secured secured secured secured secured Unsecured Unsecured Unsecured

Appendix B
Current Bonds Pakistan Mobile Communications Limited royal Bank of scotland and Deutsche Bank securities Inc. (Euro Bond) Pak Oman Investment Company Limited - Karachi - Pakistan (Trustee - Public Listed TfC) allied Bank Limited - Karachi - Pakistan (2007) Orascom Telecom Finance SCA senior Notes OTfsCa Orascom Telecom Bangladesh Limited senior secured Bonds Due 2014 Orascom Telecom Oscar PKr PKr PKr PKr PKr PKr PKr PKr PKr 124 91 72 62 62 54 41 36 36 345 252 200 173 173 150 115 100 100 27/11/2013 27/11/2013 27/11/2013 27/11/2013 27/11/2013 27/11/2013 27/11/2013 27/11/2013 27/11/2013 secured secured secured secured secured secured secured secured secured Indexed linked notes Total Bonds 12 346 1,546 7,322 1,558 7,668 UsD 230 18/02/2013 secured 108 450 558 BDT 7070 30/06/2014 secured 135 4,305 4,440 UsD 750 08/02/2014 Unsecured 8 76 7 648 110 263 656 186 270 UsD PKr PKr 112 3,256 4,257 13/11/2013 31/05/2013 28/10/2013 Unsecured secured Unsecured Non-current Millions of EGP Total Currency Nominal Millions Maturity Securities

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Appendix C Scope of Consolidation Subsidiaries, joint ventures and associates Country of domiciliation North Africa Algeria Algeria Algeria Algeria Algeria Algeria Algeria Morocco Tunisia Tunisia Tunisia Tunisia Tunisia Bangladesh Bangladesh Bangladesh North Korea Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Pakistan Dubai Dubai Dubai Dubai Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Egypt Iraq Lebanon Palestine Qatar Shareholding (directly/indirectly) held by Orascom Telecom Holding

Appendix C Scope of Consolidation Subsidiaries, joint ventures and associates Country of domiciliation Saudi Arabia Saudi Arabia Central Africa Burundi Central African Republic Sudan Namibia North America Canada Canada Canada Canada Canada Canada British Virgin Islands Europe France Italy Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Luxembourg Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Malta Netherland Switzerland United Kingdom United Kingdom United Kingdom Shareholding (directly/indirectly) held by Orascom Telecom Holding LinkDotNet Saudi Arabia 100.00% MobiZone Saudi Arabia 100.00% U-Com Burundi S.A. 100.00% Telecel Centrafrique S.A. 100.00% Sudan Call 70.00% Powercom Proprietary Ltd 100.00% Globalive Investment Holdings 47.60% Globalive Canada Holdings 65.40% Globalive Wireless Management 65.40% Gloablive Wireless LP (GELP) 65.40% Globalive Telecom Holdings 65.40% Orascom Telecom Holding (Canada) Limited 100.00% Arab Call Ltd. Group 100.00% OT Wireless Europe S.A.S. 100.00% MobiZone Italy S.r.l. 98.01% Orascom Luxembourg Finance SCA 100.00% Orascom Telecom Sarl 100.00% Orascom Telecom Finance SCA 100.00% Orascom Telecom Acquisition 100.00% Orascom Telecom One Sarl 100.00% Orascom Telecom Oscar S.A. 100.00% Sawyer Limited 100.00% Orascom Telecom Eurasia Limited 100.00% Oratel International Inc Limited 100.00% Moga Holding Limited 100.00% International Wireless Communications Pakistan Limited 100.00% Telecom Management Group Limited 100.00% Telecel International Limited S.A. 100.00% Orascom Tunisia Holding 100.00% Carthage Consortium Limited 100.00% Orascom Iraq Holding Limited 100.00% Orascom Telecom Iraq Limited 100.00% Orascom Telecom Ventures Limited 100.00% Telecel Globe Limited 100.00% OTH Canada (Malta) Limited 100.00% Minimax Ventures Limited 100.00% Financial Powers Plan Limited 100.00% Orascom Telecom ESOP Limited 100.00% Orascom for International Investment Holding 100.00% Data Base Management services Limited 100.00% Orascom Telecom CS Limited 100.00% Orascom Telecom Netherland S.B.V. 100.00% Telecel International S.A. Switzerland 100.00% Med Cable Limited 100.00% Orascom Telecom WiMax Limited 100.00% International Telecommunication Consortium Limited 50.00%

Asia

Middle East

Orascom Telecom Algerie S.P.A. Database Management Services Algeria Ring Algeria LLC MobiZone Algeria Ltd Algeria Win Call Consortium Algerie de Telecommunication S.P.A. Ring Algeria Maintenance (CaRing) Kenza Telecom (Rosten Investment) Ring Tunisia SARL Ring Distribution Tunisia Ring Distribution Detail s.a.r.l. (Ring Retail) Orascom Telecom Tunisie S.A. MobiZone Tunisie Orascom Telecom Bangladesh Limited Ring Distribution (Private) Limited MobiZone Bangladesh CHEO Technology JV Company (DPKR) Pakistan Mobile Communications Limited Business & Communication Systems (Pvt) Limited Link Direct International (Private) Limited MobiZone Pakistan (Pvt.) Limited Trans World Associates (Private) Limited Ring Distribution (Private) Limited CaRing (Private) Limited (Ring Pakistan Service) Pakistan Call Company Link Pakistan (Pvt) Ltd. LinkdotNET Pakistan (Pvt) Ltd Waseela Microfinance Bank Ltd Global Entity for Telecom Trade Ltd (JAFZA) Ring Distribution FZCO LinkDotNet LLC MobiZone FZ LLC Middle East and North Africa for Sea Cables Cortex for Services & Consultations S.A.E. Ring Distributions S.A.E. Advanced Electronic Industries

Multi Media Mega Stores OT Ventures S.A.E Link Egypt Intonet Arab Finance Securities Link Development S.A.E. Link Online S.A.E. Arpu for Telecommunication Services Global Telecom S.A.E. Egypt Call Telecommunication Co. S.A.E. Mobinil Services S.A.E. Mobinil for Telecommunication S.A.E. Egyptian Company for Mobile Services S.A.E. ORACAP Holding Co.S.A.E (Free zone) E.C.P. Orascom Holding Handset Investment Company S.A.E. Ring Iraq Orascom Telecom Lebanon S.A.L. Palestine Call LinkdotNet Qatar

Egyptian Company for Marketing and Telecommunication and Service "Connect"

96.81% 100.00% 98.01% 100.00% 100.00% 50.00% 97.02% 100.00% 78.21% 77.43% 76.65% 50.00% 100.00% 100.00% 98.98% 100.00% 75.00% 100.00% 100.00% 100.00% 100.00% 51.00% 93.67% 93.67% 100.00% 99.99% 100.00% 100.00% 100.00% 96.52% 100.00% 100.00% 100.00% 94.00% 99.00% 96.52% 74.74% 98.80% 100.00% 99.96% 51.00% 100.00% 100.00% 100.00% 100.00% 94.87% 98.98% 35.96% 28.75% 34.67% 100.00% 51.00% 100.00% 96.53% 100.00% 98.99% 100.00%