Orascom Investment E : Consolidated Financial Statements December 31st, 2020

Orascom Investment Holding

S.A.E.

Consolidated Financial Statements

As of and for the year ended December 31, 2020 (IFRS)

Together with the auditor's report

US$

Internet: www.kpmg.lu

To the Shareholders of

Orascom Investment Holding S.a.e.

2005A Nile City Towers Cornish El Nile Ramlet Beaulac

N/A Cairo

Egypt

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Opinion

We have audited the consolidated financial statements of Orascom Investment Holding S.a.e. and its subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at 31 December 2020, and the consolidated statement of profit and loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, except for the possible effects of the matters described in the "Basis for Qualified Opinion" section of our report, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2020 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by IASB.

Basis for qualified opinion

The Group's investment in CHEO Technology JV ("Koryolink"), a foreign associate accounted for under the equity method, is carried at $39 million in the consolidated statement of financial position as at 31 December 2020 under the caption "Equity-accounted investees". Despite the fact that Koryolink realized a profit for the year of $228 million, no share of profit was recognized in the consolidated statement of profit or loss and other comprehensive income regarding the Group's share of profit. Considering that Koryolink is operating under an international ban and financial restrictions imposed by the international community on North Korea, which lead to difficulties in transferring profits abroad and repatriating the funds outside of North Korea, the investment in Koryolink is measured at cost representing the Board of Directors' best estimate of the recoverable amount of this investment. This measurement is not in line with the Group's IFRS accounting policies, which states that subsequent to initial recognition, the consolidated financial statements should include the Group's share of the profit or loss and other comprehensive income of equity- accounted investees, until the date on which significant influence or joint control ceases. In addition, the Group's restricted cash in North Korean banks for a total net book amount of $3.6 million is impacted by the same international ban and financial restrictions and same difficulties as described above.

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We were unable to obtain sufficient appropriate audit evidence about the recoverable amount of the Group's investment in Koryolink as at 31 December 2020, the latter's share of the profit/loss in the Group's consolidated statement of profit and loss and other comprehensive income and the respective disclosures as required by IAS 28 and the recoverable amount of the Group's restricted cash in North Korean banks because we were not provided with evidence to support the recoverable amount of the Group's investment in Koryolink and the restricted cash in North Korean banks and were subsequently unable to obtain assurance about the measurement of the closing balances, share of profit/loss and the related disclosures. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

The Group has a receivable carried at $ 5.8 million arising from the disposal of the entire shares owned by the Group in Riza Capital to an external party. We were unable to obtain sufficient appropriate audit evidence about the recoverability of this receivable. There were no other procedures that could have been performed to satisfy ourselves as to the recoverability of this receivable's carrying amount as at 31 December 2020. Consequently, we were unable to determine whether any adjustments to this amount was necessary.

In addition, we were unable to obtain sufficient appropriate audit evidence about all the balances as at 31 December 2020 and amounts for the year then ended of the subsidiary Orascom Telecom Lebanon S.A.L ("OTL") due to the inability of the component auditor to report because of the current instability in Lebanon. OTL represents $18.5 million of assets and $16.6 million of liabilities in the consolidated statement of financial position as at 31 December 2020 and $(0.9) million of results from discontinued operations in the consolidated statement of profit or loss and other comprehensive income for the year then ended. There were no other procedures that could have been performed to satisfy ourselves as to the appropriateness of OTL's total assets, total liabilities and results from discontinued operations. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier ("CSSF"). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of "réviseur d'entreprises agréé" for the audit of the consolidated financial statements » section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matters described in the Basis for Qualified Opinion section, we have determined that there are no other key audit matters to communicate in our report.

Other matter relating to comparative information

1 October 2020 due to their inability to obtain sufficient appropriate audit evidence over the carrying amount of the Group's investment in Sarwa Capital Holding For Financial Investment S.A.E. ("Sarwa") as at 31 December 2019 and the Group's share of Sarwa's net income for the year then ended.

Responsibilities of the Board of Directors for the consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs as adopted by IASB, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the réviseur d'entreprises agréé for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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 Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "réviseur d'entreprises agréé" to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "réviseur d'entreprises agréé". However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.