About the Company
  1. Orascom Telecom Media and Technology Holding S.A.E (the "Company") is a joint stock corporation incorporated and operating under the laws of Egypt with registered number 394061.
  2. The Company is a holding company for a group of companies and investments in companies active in the GSM, Media and Technology and Cable spheres, with operations mainly in Egypt, the Democratic People's Republic of Korea and Lebanon.
  3. The registered office of the Company is located at Twenty Sixth floor -2005A Nile City Towers –South Tower-Corniche El Nil-Ramlet Beaulac-11221, Cairo, Egypt.

Information Relating to the Company's Shares

  1. The Company's ordinary shares are listed on the Egyptian Exchange.
  2. Publically available information relating to the Company's listing on the Egyptian Exchange can be found at
    1. http://www.egx.com.eg/english/CompanyDetails.aspx?ISIN=EGS693V1C014
    2. http://www.egx.com.eg/english/NewsList.aspx?ISIN=EGS693V1C014
    3. http://www.egx.com.eg/english/StocksData.aspx?ISIN=EGS693V1C014

Information Relating to the Company's GDRs

  1. The Depositary is The Bank of New York Mellon Corporation, a New York bank holding company constituted in 1784 in the State of New York.
  2. The principal office of the Depositary is located at One Wall Street, New York, New York 10286, United States. Its principal administrative offices are located at 101 Barclay Street, 22nd Floor West, New York, New York 10286, United States.
  3. The Company has up to 807 million GDRs in issuances (depending on a certification process currently being undertaken by The Bank of New York Mellon) representing interests in ordinary shares with a nominal value of EGP 0.42 per share. One GDR represents an interest in five ordinary shares.
  4. The GDRs are denominated in USD and represent approximately 77% of the Company's ordinary share capital.

Terms and Conditions of the Company's GDRs

The following is a summary of certain provisions of the Rule 144A deposit agreement (the "Rule 144A Deposit Agreement") entered into among the Company, the Depositary, the Rule 144A Owners (as defined herein) and beneficial owners from time to time of Rule 144A GDRs pursuant to which the Rule 144A GDRs are to be issued, and the Regulation S Deposit Agreement (the "Regulation S Deposit Agreement" and, together with the Rule 144A deposit agreement, the "Deposit Agreements") entered into among the Company, the Depositary and the Regulation S Owners and Regulation S Beneficial Owners (as defined herein) from time to time of Regulation S GDRs, pursuant to which the Regulation S GDRs are to be issued. This summary does not include all details and prospective investors desiring more information should review the Deposit Agreements. Terms used in this description and not otherwise defined shall have the meanings set forth in the Deposit Agreements. Copies of the Deposit Agreements are available for inspection at the Corporate Trust Office of the Depositary, currently located at 101 Barclay Street, New York, New York 10286, United States, and at the principal office of Commercial International Bank (Egypt) S.A.E., the custodian and agent of the Depositary under each of the Deposit Agreements (the "Custodian"). The Depositary's principal executive office is located at One Wall Street, New York, New York 10286, United States. Unless the context otherwise requires, references herein to GDRs and GDRs shall apply equally to the Rule 144A GDRs and the Regulation S GDRs and to the Rule 144A GDRs and the Regulation S GDRs, respectively.

The Rule 144A GDRs will, upon issue, be in registered uncertificated form on the direct registration system of the Depositary and will not be eligible for any book-entry settlement system. The Depositary will mail a confirmation to each person that is a registered holder of Rule 144A GDRs. After the initial distribution, registered holders of Rule 144A GDRs will be entitled to request a Rule 144A GDR, which is a certificate evidencing Rule 144A GDRs, by submitting a written instruction to the Depositary. In this section, references to issuance and delivery of Rule 144A GDRs includes registration of uncertificated Rule 144A GDRs in the Depositary's direct registration system.

The Regulation S GDRs will, upon issue, be represented by interests in a global Regulation S GDR (the "Master Regulation S GDR") registered in the name of Cede & Co as nominee for DTC, which will be held by The Bank of New York Mellon as custodian for DTC.

References in this summary to the Rule 144A Owner shall mean the person in whose name Rule 144A GDRs are registered on the books of the Depositary maintained for such purpose (the "Rule 144A Register"). References in this summary to the Regulation S Owner (and together with the Rule 144A Owner, the "Owner") shall mean the person in whose name a Regulation S GDR is registered on the books of the Depositary maintained for such purpose (the "Regulation S Register" and together with the Rule 144A Register, the "Register"). References in this summary to "Regulation S Beneficial Owner" shall mean each person owning from time to time any beneficial interest in the Master Regulation S GDR but who is not the Regulation S Owner of such Regulation S GDR. References in this summary to Rule 144A GDRs, Rule 144A Global Depositary Shares, GDRs, Regulation S GDRs or Regulation S Global Depositary Shares shall mean the securities representing the interests in the Deposited Securities (defined herein) and evidenced by the GDRs issued pursuant to the Rule 144A Deposit Agreement or Regulation S Deposit Agreement, as applicable.

Global Depositary Receipts

Rule 144A GDRs evidencing Rule 144A GDRs will be issuable pursuant to the Rule 144A Deposit Agreement. Regulation S GDRs evidencing Regulation S GDRs will be issuable pursuant to the Regulation S Deposit Agreement. Each Rule 144A GDR will evidence a specified number of Rule 144A GDRs, each Rule 144A GDR representing five the Company shares (the "Shares"), or evidence of the right to receive five Shares, deposited with the Custodian and registered in the name of the Depositary or its nominee (the "Rule 144A Deposited Shares") (together with any additional Shares at any time deposited or deemed deposited under such Deposit Agreement and any other securities, cash or other property received by the Depositary or the Custodian in respect or in lieu of such Shares, the "Rule 144A Deposited Securities"). Each Regulation S GDR will evidence a specified number of Regulation S GDRs, each Regulation S GDR representing five Shares, and thus evidence of the right to receive five Shares, deposited with the Custodian and registered in the name of the Depositary or its nominee (the "Regulation S Deposited Shares" and together with the Rule 144A Deposited Shares, the "Deposited Shares") (such Regulation S Deposited Shares, together with any additional Shares at any time deposited or deemed deposited under the Regulation S Deposit Agreement and any other securities, cash or other property received by the Depositary or the Custodian in respect or in lieu of such Shares, the "Regulation S Deposited Securities" and, together with the Rule 144A Deposited Securities, the "Deposited Securities"). Only persons in whose names Rule 144A GDRs or Regulation S GDRs, as the case may be, are registered on the books of the Depositary as owners of the Rule 144A GDRs or Regulation S GDRs, as the case may be, will be treated by the Depositary and the Company as Rule 144A Owners or Regulation S Owners, respectively.

Available Information

the Company agrees in the Deposit Agreements that if, at any time prior to the termination of the Rule 144A Deposit Agreement (in the case of Rule 144A GDRs) or prior to the expiration of the Restricted Period (as defined below) in the case of Regulation S GDRs, the Company is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, nor exempt from reporting pursuant to Rule 12g3-2(b), the Company will provide to any Owner, Beneficial Owner or any holder of Shares underlying such GDRs, and to any prospective purchaser of GDRs or of Shares underlying such GDRs, upon request of any such Owner, Beneficial Owner, holder of Shares or prospective purchaser, the information required by Rule 144A(d)(4)(i) of the U.S. Securities Act and otherwise comply with Rule 144A(d)(4) of the U.S. Securities Act.

Deposit, Transfer and Withdrawal

Rule 144A GDRs

The Depositary agrees, subject to the terms and conditions of the Rule 144A Deposit Agreement, that upon delivery to the Custodian of Shares (or evidence of rights to receive Shares) and pursuant to appropriate instruments of transfer in a form satisfactory to the Custodian, the Depositary will, upon payment of the fees, charges and taxes provided in the Rule 144A Deposit Agreement, execute and deliver at its Corporate Trust Office to, or upon the written order of, the person or persons named in the notice of the Custodian delivered to the Depositary or requested by the person depositing such Shares with the Depositary, a Rule 144A GDR or Rule 144A GDRs, registered in the name or names of such person or persons, and evidencing any authorized number of Rule 144A GDRs requested by such person or persons.

Any deposit of Shares for Rule 144A GDRs must be accompanied by a written certification (a "Depositor's Certificate") by or on behalf of the person who will be the beneficial owner of the Rule 144A GDR or Rule 144A GDRs to be issued upon deposit of such Shares, substantially in the form set out in Annex I to the Rule 144A Deposit Agreement, including certifying that it (a) is both a QIB and a QP acquiring such beneficial ownership for its own account or for the account of one or more person each of whom is both a QIB and a QP, and (b) will comply with the restrictions set forth under "Distribution and Transfer Restrictions-Transfer Restrictions" on transfers of the Rule 144A GDRs, the Rule 144A GDRs evidenced thereby and the Shares represented thereby. The Depositary will also refuse to accept certain Shares for deposit if notified in writing that the Shares are listed on a U.S. securities exchange or quoted on a U.S. automated inter dealer quotation system, unless accompanied by evidence satisfactory to the Depositary that any Shares presented for deposit are not, when issued, of the same class (within the meaning of Rule 144A(d)(3)(i)), as the securities so listed or quoted.

Any deposit of Shares for Rule 144A GDRs evidencing Rule 144A GDRs must be effected through the Egyptian clearing system (MCDR) in compliance with all prevailing laws and regulations.

Upon surrender at the Corporate Trust Office of the Depositary of a Rule 144A GDR for the purpose of withdrawal of the Deposited Securities represented by the Rule 144A GDRs evidenced by such Rule 144A GDR, and upon payment of the fees, governmental charges and taxes provided in the Rule 144A Deposit Agreement, and subject to the terms and conditions of the Rule 144A Deposit Agreement, the bylaws of the Company and the Rule 144A Deposited Securities, the Rule 144A Owner of such Rule 144A GDR will be entitled to delivery, to him or upon his order, as permitted by applicable law, of the amount of Deposited Securities at the time represented by the Rule 144A GDR or Rule 144A GDRs evidenced by such Rule 144A GDR. The forwarding of share certificates, other securities, property, cash and other documents of title for such delivery will be at the risk and expense of the Rule 144A Owner.

Notwithstanding the foregoing, no Rule 144A Deposited Securities may be withdrawn in the manner described in the preceding paragraph unless, at or prior to the time of surrender, the Depositary shall have received a duly executed and completed certificate and agreement (the "Withdrawal and Transfer Certificate"), by or on behalf of the person surrendering such Rule 144A GDR who after withdrawal will be the beneficial owner of the Shares withdrawn, substantially in the form set out in Annex II to the Rule 144A Deposit Agreement, within which such person (i) acknowledges that such Shares have not been registered under the U.S. Securities Act and that the Company is not registered under the U.S. Investment Company Act in reliance on the exception set forth in Section 3(c)(7) thereof; (ii) certifies as to whether or not such Shares will remain restricted upon withdrawal; (iii) agrees not to offer, sell, pledge or otherwise transfer such Shares except: (a) to the Company or any affiliate thereof; (b) to a person that is both a QIB or QP that, prior to such transfer, furnishes to the Company and the Depositary a signed letter containing certain representations and agreements substantially in the form of the letter set forth in Annex 1 of this prospectus; or (c) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, in each case in a manner that would not require the Company to register under, or would otherwise violate, the U.S. Investment Company Act and as otherwise permitted under "Distribution and Transfer Restrictions-Transfer Restrictions"; and (iv) in the case of Shares that will remain restricted, agrees not to deposit or cause to be deposited such Shares into any unrestricted depositary receipt facility established or maintained by a depositary bank (including another facility maintained by the Depositary) relating to such Shares unless such Shares are no longer deemed to be restricted securities within the meaning of Rule 144 under the U.S. Securities Act . In the absence of such certification no withdrawals of Shares may be made.

Regulation S GDRs

The Depositary agrees, subject to the terms and conditions of the Regulation S Deposit Agreement, that upon delivery to the Custodian of Shares (or evidence of rights to receive Shares) and pursuant to appropriate instruments of transfer in a form satisfactory to the Custodian, the Depositary will, upon payment of the fees, charges and taxes provided in the Regulation S Deposit Agreement, execute and deliver outside the United States at the expense and risk of the person depositing such Shares to, or upon the written order of, the person or persons named in the notice of the Custodian delivered to the Depositary or requested by the person depositing such Shares with the Depositary, a Regulation S GDR or Regulation S GDRs, registered in the name or names of such person or persons, and evidencing any authorized number of Regulation S GDRs requested by such person or persons.

Any deposit of Shares for Regulation S GDRs must be accompanied by a Depositor's Certificate by or on behalf of the person who will be the beneficial owner of the Regulation S GDR or Regulation S GDRs to be issued upon deposit of such Shares, substantially in the form set out in Annex I to the Regulation S Deposit Agreement, certifying that (i) the Regulation S GDRs, the Regulation S GDRs evidenced thereby and the Shares represented thereby have not been registered under the U.S. Securities Act and it will comply with applicable transfer restrictions on transfers of the Regulation S GDRs, the Regulation S GDRs evidenced thereby and the Shares represented thereby, (ii) it is located outside the United States (within the meaning of Regulation S) and has acquired, or has agreed to acquire and will acquire, the Shares to be deposited outside the United States in compliance with Rule 903 or Rule 904 of Regulation S and it is not a U.S. person as defined in Regulation S; and it is not in the business of buying and selling securities or, if it is in such business, it did not acquire the Shares to be deposited from the Company or any affiliate thereof in the demerger and (iii) that it will not offer, sell, pledge or otherwise transfer the Regulation S GDRs, the Regulation S GDRs evidenced thereby and the Shares represented thereby, except (A) to a person that is both a QIB and a QP that, prior to such transfer, furnishes to the Company and the Depositary a signed letter containing certain representations and agreements substantially in the form of the letter set forth in Annex 1 of this prospectus and that will cause such Shares to be withdrawn in accordance with the terms and conditions of the Regulation S GDR Deposit Agreement and deposited under the Rule 144A Deposit Agreement for issuance of Rule 144A GDRs in accordance with the terms and conditions of such Deposit Agreement or (B) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act; in either case in accordance with any applicable securities laws of any state of the United States.

Any deposit of Shares for Regulation S GDRs evidencing Regulation S GDRs must be effected through the Egyptian clearing system (MCDR) in compliance with all prevailing laws and regulations.

Upon surrender at the Corporate Trust Office of the Depositary of a Regulation S GDR for the purpose of withdrawal of the Regulation S Deposited Securities represented by the Regulation S GDRs evidenced by such Regulation S GDR, and upon payment of the fees, governmental charges and taxes provided in the Regulation S Deposit Agreement, and subject to the terms and conditions of the Regulation S Deposit Agreement, the statutes of the Company and the Regulation S Deposited Securities, the Regulation S Owner of such Regulation S GDR will be entitled to delivery, to him or upon his order, as permitted by applicable law, of the amount of Regulation S Deposited Securities at the time represented by the Regulation S GDR or Regulation S GDRs evidenced by such Regulation S GDR. The forwarding of share certificates, other securities, property, cash and other documents of title for such delivery will be at the risk and expense of the Regulation S Owner.

Notwithstanding the foregoing, prior to the expiration of a restricted period of 40 days following the later of commencement of the offering of Regulation S GDRs and the last related closing (the "Restricted Period"), no Regulation S Deposited Securities may be withdrawn in the manner described in the preceding paragraph unless at or prior to the time of surrender, the Depositary shall have received a duly executed and completed Withdrawal and Transfer Certificate, by or on behalf of the person surrendering such Regulation S GDR who after withdrawal will be the beneficial owner of the Shares withdrawn, substantially in the form set out in Annex II to the Regulation S Deposit Agreement, within which such person (i) acknowledges that the Regulation S GDRs, the Regulation S GDRs evidenced thereby and the Shares represented thereby have not been registered under the Securities Act and that the Company is not registered under the U.S. Investment Company Act in reliance on the exception set forth in Section 3(c)(7) thereof; (ii) certifies that either (1) it is located outside the United States and it is not a U.S. person as defined in Regulation S; that either (a) the GDRs or Shares are being sold, transferred or withdrawn in accordance with Regulation S under the U.S. Securities Act and it is the beneficial owner of GDRs, or (b) the GDRs or Shares are being sold, transferred or withdrawn to persons who are both QIBs and QPs, that will cause such Shares to be withdrawn in accordance with the terms and conditions of the Regulation S Deposit Agreement and deposited under the Rule 144A Deposit Agreement for issuance of Rule 144A GDRs in accordance with the terms and conditions of such Deposit Agreement; and it is the beneficial owner of GDRs, it will be the beneficial owner of the Shares upon withdrawal and it will not offer, sell, pledge or otherwise transfer the Shares except (A) to a person it (and anyone acting on its behalf) reasonably believes is a both QIB and a QP that, prior to such transfer, furnishes to the Company and the Depositary a signed letter containing certain representations and agreements substantially in the form of the letter set forth in Annex 1 of this prospectus, or (B) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act or (2) it is both a QIB and a QP acting for its own account or for the account of one or more persons that are QIBs and QPs and that it will cause such Shares to be deposited under the Rule 144A Deposit Agreement for issuance of GDRs in accordance with the terms and conditions of such Rule 144A Deposit Agreement. In the absence of such certification, no withdrawals of Shares may be made.

Dividends, Other Distributions and Rights

Subject to any restrictions imposed by Egyptian law, regulations or applicable permits, the Depositary is required to convert or cause to be converted into U.S. dollars, to the extent that in its judgment it can do so on a reasonable basis and can transfer the resulting U.S. dollars to the United States, all cash dividends and other cash distributions denominated in a currency other than U.S. dollars, including Egyptian pounds ("Foreign Currency"), that it receives in respect of the deposited Shares, and to distribute the resulting U.S. dollar amount (net of reasonable and customary expenses incurred by the Depositary in converting such Foreign Currency and of the fees of the Depositary) to the Owners entitled thereto, in proportion to the number of GDRs representing such Deposited Securities evidenced by GDRs held by them, respectively. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions or the date of delivery of any GDR or GDRs or otherwise. The amount distributed will be reduced by any amount on account of taxes to be withheld by the Company or the Depositary. If the Depositary determines that in its judgment any Foreign Currency received by it cannot be so converted and transferred, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may (a) as that portion of the Foreign Currency that is convertible into U.S. dollars, make such conversion and distribute in U.S. dollars to the extent permissible to the Owners entitled thereto and (b) as to the inconvertible balance, if any (i) if requested by an Owner, distribute the Foreign Currency received by it to and (ii) if not so requested by an Owner, may hold such Foreign Currency uninvested and without liability for interest thereon for the respective accounts of the Owners entitled to receive the same.

If the Company declares a dividend in, or free distribution of, Shares, the Depositary will, as promptly as practicable after the receipt thereof, distribute to the Owners of outstanding GDRs entitled thereto, in proportion to the number of GDRs evidenced by the GDRs held by them, respectively, additional GDRs evidencing an aggregate number of GDRs that represents the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreements with respect to the deposit of Shares and the issuance of GDRs evidenced by GDRs, including the withholding of any tax or other governmental charge and the payment of fees and agrees of the Depositary. The Depositary may withhold any such distribution of GDRs if it has not received satisfactory assurances from the Company that such distribution does not require registration under the U.S. Securities Act and will not require the Company to register under, or otherwise violate, the U.S. Investment Company Act. In lieu of delivering GDRs for fractional GDRs in the event of any such dividend or free distribution, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds in accordance with the Deposit Agreements. If additional GDRs are not so distributed, each GDR shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

Each beneficial owner of Rule 144A GDRs and Regulation S GDRs or Shares so distributed shall be deemed to have acknowledged that the Shares have not been registered under the U.S. Securities Act and that the Company is not registered under the U.S. Investment Company Act, and to have agreed to comply with applicable transfer restrictions and Section 2.1 of the Deposit Agreements.

If the Company offers or causes to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will, after consultation with the Company, have discretion as to the procedure to be followed in making such rights available to any Owners of GDRs or in disposing of such rights for the benefit of any Owners and, as promptly as practicable, making the net proceeds available in U.S. dollars to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse; provided however, if at the time of the offering of any rights the Depositary determines, after consultation with the Company, in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of GDRs held by such Owner, warrants or other instruments therefor in such form as it deems appropriate. The Depositary will not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner or Owners in particular.

In circumstances in which rights would not otherwise be distributed, if an Owner of GDRs requests the distribution of warrants or other instruments in order to exercise the rights allocable to the GDRs of such Owner, the Depositary will make such rights available to such Owner, as promptly as practicable, upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discretion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law. Upon instruction pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received in exercise of the rights, and upon payment of the fees of the Depositary as set forth in such warrants or other instruments, the Depositary will, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited, and will, as promptly as practicable, execute and deliver GDRs to such Owner, pursuant to the Deposit Agreements.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are: (i) either exempt from registration under the U.S. Securities Act with respect to a distribution to all Owners or are registered under the provisions of such U.S. Securities Act; and (ii) such offering is permitted under the U.S. Investment Company Act. If an Owner of GDRs requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under such U.S. Securities Act, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration and is not in contravention of the U.S. Investment Company Act. Notwithstanding any terms of the Deposit Agreements to the contrary, the Company shall have no obligation to prepare and file a registration statement for any purpose.

Whenever the Depositary shall receive any distribution other than cash, Shares or rights in respect of the Deposited Securities, the Depositary will, as promptly as practicable after receipt thereof, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to their holdings, respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the U.S. Securities Act in order to be distributed) the Depositary reasonably deems such distribution not to be feasible, the Depositary may, after consultation with the Company, adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash.

Neither the Depositary nor the Custodian, shall accept Rule 144A GDRs issued pursuant to the Rule 144A Deposit Agreement or Shares withdrawn from the Rule 144A Deposit Agreement for the purpose of deposit under the Regulation S Deposit Agreement, or issue Regulation S GDRs or Regulation S GDRs against delivery thereof, as long as such Rule 144A GDRs, Rule 144A GDRs or Shares are or may be deemed restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act.

If the Depositary determines that any distribution of Property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may, by public or private sale, dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes or charges and the Depositary will, as promptly as practicable, distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of GDRs held by them, respectively.

Upon any change in nominal or par value, split-up, consolidation, cancellation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities that shall be received by the Depositary or Custodian in exchange for, in conversion of, or in respect of Deposited Securities will be treated as new Deposited Securities under the Deposit Agreements, and the GDRs shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange or conversion, unless additional GDRs are delivered pursuant to the following sentence. In any such case the Depositary may, and will, if the Company so requests (a) if book-entry GDRs are available, make appropriate entry in its records, or (b) if book-entry GDRs are not available either (i) execute and deliver additional GDRs as in the case of a distribution in Shares, or (ii) call for the surrender of outstanding GDRs to be exchanged for new GDRs specifically describing such new Deposited Securities.

Record Dates

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each GDR, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient, in respect of any matter, including the calculation of Egyptian property or other taxes owed by Owners, the Depositary will fix a record date, (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or (ii) entitled to give instructions for the exercise of voting rights at any such meeting, or (b) for fixing the date on or after which each GDR will represent the changed number of Shares, all subject to the provisions of the Deposit Agreements.

Voting of Deposited Securities

Upon receipt of written notice of any meeting of holders of Shares or other Deposited Securities, if requested by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, which notice shall contain (i) such information as is contained in such notice of meeting, and (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Egyptian law and the statutes of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective GDRs and (iii) a statement as to the manner in which instructions may be given, including an express indication that if the Depositary does not receive instructions, it may deem instructions to have been given to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner on the record date set with respect to a meeting of holders of Deposited Securities with respect to a specified number of GDRs of the Owners, received on or before the date established by the Depositary for such purpose (the "Instruction Date"), the Depositary shall endeavor, in so far as practicable and permitted under applicable Egyptian law, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by these GDRs in accordance with the instructions contained in that request; provided however, that the Depositary will not be required to vote any Deposited Securities, or take any other action unless, in each instance, it shall have been advised by Egyptian counsel to the Company (such counsel being reasonably acceptable to the Depositary any Deposited Securities) that any such vote or other action does not violate applicable provisions of Egyptian law.

If (i) the Depositary is not permitted under Egyptian law to exercise the voting rights in respect of the Deposited Securities as set forth above because it is not permitted to vote some Deposited Securities for a resolution and other Deposited Securities against that resolution and (ii) the Depositary has been instructed by Owners acting in respect of a majority of the outstanding GDRs to vote in the same manner with respect to a resolution, the Depositary will endeavor, in so far as practicable and permitted under Egyptian law, to vote all the Deposited Securities in accordance with those instructions on that resolution.

If (i) the Company made a request to the Depositary as contemplated above and complied with the notice requirement as described below and (ii) no instructions are received by the Depositary from an Owner with respect to an amount of Deposited Securities represented by such Owner's GDRs on or before the Instruction Date, the Depositary will deem that Owner to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Deposited Securities, except that such instruction will not be deemed to have been given and the Depositary will not give a discretionary proxy with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide that information as promptly as practicable in writing, if applicable) that (a) the Company does not wish to receive a discretionary proxy, (b) substantial opposition exists or (c) the matter materially and adversely affects the rights of holders of Shares.

In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act as described above, the Company will give the Depositary notice of any such meeting or solicitation and details concerning the matters to be voted upon not less than 45 days prior to the meeting date.

There can be no assurance that the Owners generally or any Owner in particular will receive the notice described in this section sufficiently prior to the Instruction Date to ensure that the Depositary will in fact vote the Shares or Deposited Securities in accordance with the provisions set forth above.

Nothing covered herein shall affect or otherwise restrict the right of any Owner or Beneficial Owner to vote, or take any other action in respect of, Shares after withdrawal of such Shares from the facility.

Disclosure of Beneficial Ownership and Limitations on Voting

Each Owner agrees in the Deposit Agreement to inform the Depositary and the Company in writing, upon request, within 14 days of any such request whether any of the GDRs held by such Owner are being held, directly or indirectly, by a Beneficial Owner (as such term is defined in the Deposit Agreement) and, if being so held, the name and address of such Beneficial Owner.

Any Beneficial Owner of a GDR who, after acquiring directly or indirectly the beneficial ownership of any Share (either directly or by virtue of the ownership of GDRs), is directly or indirectly the Beneficial Owner of more than 10% of the Shares, within 10 days after such acquisition will agree to provide to the Depositary and the Company (i) the background, and identity, residence, and citizenship of, and the nature of such beneficial ownership by, such person and all other persons by whom or on whose behalf the purchases have been or are to be effected; (ii) the number of Shares and GDRs which are beneficially owned, and the number of Shares and GDRs concerning which there is a right to acquire directly or indirectly by such person and by each associate of such person, giving the background, identity, residence and citizenship of each such associate; and (iii), if any material change occurs in the facts set forth in the statements to the Company, an amendment setting forth such changes. In addition, any person who is directly or indirectly the Beneficial Owner of more than 10% of the Shares shall, upon the acquisition (either directly or by virtue of the ownership of GDRs) of Shares and/or GDRs of each additional holding representing 5% or more of the capital of the Company, provide within 10 days of such acquisition to the Depositary and the Company the information specified in (ii) in the preceding paragraph.

In determining the percentage of Shares in the preceding paragraphs, the Shares shall be deemed to consist of the amount of the outstanding Shares, exclusive of any Shares held by or for the account of the Company or a subsidiary of the Company.

To the extent permitted under applicable law, in the event that the Company shall determine that an Owner or a Beneficial Owner has failed to comply with the disclosure of beneficial ownership requirements set forth above, the Company shall advise the Depositary in writing that the Depositary shall not, until further notice is received from the Company, vote any Shares represented by such GDRs and evidenced by such Beneficial Owner's GDR by proxy or otherwise at any meeting of shareholders. Upon receipt of such written notice, the Depositary shall not take into account any voting instructions provided by an Owner on behalf of such Beneficial Owner's GDR.

Reports and Other Communications

The Depositary will make available for inspection by Owners at its Corporate Trust Office any notices, reports and communications, including any proxy soliciting material, received from the Company which are both (i) received by the Depositary, Custodian or nominee of either as the holder of the Deposited Securities and (ii) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also send upon written request to the Owners copies of such reports when furnished by the Company pursuant to the Deposit Agreements. Any such reports and communications, including any proxy soliciting material, furnished to the Depositary by the Company will be furnished in English.

Amendment and Termination of the Deposit Agreements

The GDRs and the Deposit Agreements may at any time be amended by agreement between the Company and the Depositary without the consent of the Owners or Beneficial Owners of GDRs. An amendment that imposes or increases any fees or charges (other than taxes, other governmental charges, custody, transfer and registration fees and other fees and expenses in respect of transfers or sales of Shares, and delivery expenses and charges incurred by the Depositary in the conversion of Foreign currency and in connection with foreign exchange control regulation and cable, telex or facsimile transmission costs, delivery and other such expenses), or which otherwise prejudices any substantial existing right of Owners, will not take effect as to outstanding GDRs until the expiration of 90 days after notice of any amendment has been given to the Owners of outstanding GDRs. Every Owner and Beneficial Owner of a GDR, at the time any amendment so becomes effective, will be deemed by continuing to hold such GDR to consent and agree to such amendment and to be bound by the Deposit Agreements as amended thereby. In no event shall any amendment impair the right of the Owner of any GDR to surrender such GDR and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

The Depositary shall at any time at the direction of the Company terminate the Deposit Agreements by mailing notice of such termination to the Owners of the GDRs then outstanding at least 90 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreements by mailing notice of such termination to the Company and the Owners of all GDRs then outstanding if, any time after 90 days have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, a successor depositary shall not have been appointed and accepted its appointment, in accordance with the terms of the Deposit Agreements. If any GDRs remain outstanding after the date of termination of the Deposit Agreements, the Depositary thereafter will discontinue the registration of transfers of GDRs, will suspend the distribution of dividends to the Owners thereof and will not give any further notices or perform any further acts under the Deposit Agreements, except the collection of dividends and other distributions pertaining to the Deposited Securities, the sale of rights and other property and the delivery of underlying Shares, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for surrendered GDRs (after deducting the fees of the Depositary and other expenses set forth in the Deposit Agreements). At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held thereunder and hold uninvested the net proceeds of such sale together with any other cash, unsegregated and without liability for interest, for the pro rata benefit of the Owners that have not theretofore surrendered their GDRs, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary will be discharged from all obligations under the Deposit Agreements, except to account for net proceeds and other cash (after deducting the fees of the Depositary and other expenses set forth in the Deposit Agreements and any applicable taxes or other governmental charges). Upon the termination of the Deposit Agreements, the Company shall be discharged from all obligations under the Deposit Agreements except for certain obligations to the Depositary relating to indemnity and fees.

Charges of Depositary

The Depositary will charge any party depositing or withdrawing Shares or any party surrendering GDRs or to whom GDRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the GDRs or Deposited Securities or a distribution of GDRs pursuant to the Deposit Agreements) where applicable: (i) taxes and other governmental charges; (ii) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the share register of the Company or Foreign Registrar (or any other appointed agent of the Company for transfer and registration of Shares) or relevant central depositary and such brokerage and stock exchange fees and commissions, in each case, applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals; (iii) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreements to be at the expense of persons depositing Shares or Owners; (iv) such reasonable expenses as are incurred by the Depositary in the conversion of Foreign Currency pursuant to the Deposit Agreements; (v) a fee not in excess of US$5.00 per 100 GDRs (or portion thereof) for the execution and delivery or surrender in exchange for shares, respectively, of GDRs pursuant to the Deposit Agreements; (vi) a fee not in excess of US$0.02 per GDR (or portion thereof) for any cash distribution made pursuant to the Deposit Agreements; (vii) a fee for the distribution of securities other than cash, rights or Shares pursuant to the Deposit Agreements, such fee being in an amount equal to the fee for the execution and delivery of GDRs referred to above which would have been charged as a result of the deposit of such securities (treating all such securities as if they were Shares), but which securities are instead distributed by the Depositary to Owners; (viii) a fee not in excess of US$1.50 per certificate for a GDR or GDRs for physical transfers made pursuant to the Deposit Agreements; and (ix) any other charge payable by the Depositary or its agents (including the custodian) in connection with the servicing of Shares or other Deposited Securities (to be assessed against Owners on the record date fixed by the Depositary as described above, and collected at the sole discretion of the Depositary by billing such Owners or by deducing such charges from one or more cash dividends or cash distributions).

Liability of Owner for Taxes

If any tax or other governmental charge or brokerage, stock exchange or central depositary fee payable by the Custodian or the Depositary with respect to any GDR or any Deposited Securities represented by the GDRs evidenced by such GDR, such tax or other governmental charge will be payable by the Owner or Beneficial Owner of such GDR to the Depositary. The Depositary may refuse to effect any transfer of such GDR or any withdrawal of Deposited Securities underlying such GDR until such payment is made and may withhold any dividends or other distributions or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities underlying such GDR and may apply such dividends, distributions or the proceeds of any such sale to pay any such tax or other governmental charge or brokerage, stock exchange or central depositary fee and the Owner or Beneficial Owner of such GDR shall remain liable for any deficiency.

From time to time, the Depositary may make reimbursement payments to the Company for expenses relating to the GDR programs.

General

Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates will be liable to any Owner or Beneficial Owner if by reason of any provision of any present or future law, regulation order, decree, moratorium or fiat of the United States, Egypt or any other country, or of any other governmental or regulatory authority or stock exchange or by reason of any provision, present or future, of the statutes of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company or any of their respective directors, employees, agents, or affiliates shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of the Deposit Agreements or the Deposited Securities it is provided shall be done or performed; nor will the Depositary or the Company nor any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner by reason of any nonperformance or delay, caused as stated above, in the performance of any act or thing which by the terms of the Deposit Agreements it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for under the Deposit Agreements.

the Company and the Depositary assume no obligation nor will they be subject to any liability under the Deposit Agreements to Owners or Beneficial Owners of GDRs, except that they agree to perform their respective obligations specifically set forth under the Deposit Agreements without negligence or bad faith.

The GDRs are transferable on the books of the Depositary, provided that the Depositary may close the transfer books at any time or from time to time when reasonably deemed expedient by it in connection with the performance of its duties or at the reasonable request of the Company. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any GDR or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian or Registrar may require payment from the person presenting the GDR or the depositor of the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, brokerage, central depositary or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees.

The Depositary may refuse to deliver GDRs, to register the transfer of any GDR or to make any distribution on, or related to, Shares or the delivery of any Deposited Securities or the sale proceeds thereof until it has received such proof of citizenship or residence, exchange control approval or other information as it may deem necessary or proper.

The delivery, transfer and surrender of GDRs generally may be suspended during any period when the transfer books of the Depositary, the Company or the Foreign Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, at any time or from time to time. At and subsequent to the effective date of the demerger, the surrender of outstanding Regulation S GDRs and the withdrawal of Regulation S Deposited Securities may not be suspended subject only to (i) the temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting or the payment dividends, (ii) the payment of any fees, taxes and similar charges and (iii) compliance with any U.S. or foreign laws of governmental regulations relating to the Regulation S GDRs or to the withdrawal of the Regulation S Deposited Securities.

Pre-Release

Unless requested by the Company in writing to cease doing so, the Depositary may execute and deliver GDRs prior to the receipt of Shares (a "Pre-Release") and deliver Shares upon the receipt and cancellation of GDRs which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such GDR has been Pre-Released. The Depositary may receive GDRs in lieu of Shares in satisfaction of a Pre-Release. Neither the Depositary nor the Custodian shall deliver Shares in any manner or otherwise permit Shares to be withdrawn except upon the receipt and cancellation of GDRs. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom GDRs are to be delivered (the "Pre-Releasee"), that the Pre-Releasee or its customer, (i) owns the Shares or GDRs to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or GDRs, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or GDRs, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or GDRs, as the case may be), other than in satisfaction of such Pre-Release; (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially liquidity and security; (c) terminable by the Depositary on not more than five business days' notice; and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by Global Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited; provided however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, and may, with the prior written consent of the the Company, change such limit for purposes of general application. The Depositary will also set U.S. dollar limits with respect to Pre-Release transactions to be entered into with any particular Pre-Release on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreements, the collateral referred to in (b) shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or GDRs upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including, without limitation, earnings on the collateral.

Each person to whom a pre-release is to be made under the Rule 144A deposit agreement or the Regulation S deposit agreement, must deliver to the depositary a written deposit certification and agreement as described under "Deposit, Transfer and Withdrawal -Rule 144A GDRs" in the case of a pre-release of Rule 144A GDRs or "-Regulation S GDRs" in the case of a pre-release of Regulation S GDRs.

The Depositary will keep books at its Corporate Trust Office for the registration of GDRs and registration of transfer of GDRs, which at all reasonable times will be open for inspection by the Owners, provided that such inspection will not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreements or the GDRs.

The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of GDRs at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled thereto but only to the extent that the Depositary would be entitled to require such evidence under the Deposit Agreements and will be entitled to protection and indemnity to the same extent as the Depositary.

Governing Law

The Deposit Agreements is governed by the laws of the State of New York. In the Deposit Agreements, the Company submits to the non-exclusive jurisdiction of the New York State and United States federal courts sitting in the City and State of New York.

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