Orascom Investment Holding SaeEGX: OIH

Consolidated Financial Statements December 31st, 2021

· Issued by Orascom Investment Holding Sae

Orascom Investment Holding

S.A.E.

Consolidated Financial Statements

As of and for the year ended December 31, 2021 (IFRS)

Together with the auditor's report

US$

KPMG Audit S.à r.l.

Tel.: +352

22 51 51 1

39, Avenue John F. Kennedy

Fax: +352

22 51 71

L-1855 Luxembourg

E-mail: info@kpmg.lu

Internet: www.kpmg.lu

To the Board of Directors 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

Qualified 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 2021, 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 2021 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the International Accounting Standards Board ("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 2021 under the caption "Equity-accounted investees". A share of profit of $27 million and a corresponding impairment of the share of profit for the same amount was booked in the consolidated statement of profit and loss and other comprehensive income for the financial year then ended. 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 share of profit is fully impaired after recognition as it represents the Board of Directors' best estimate of Koryolink's recoverable amount. In addition, the Group has restricted cash in North Korean banks for a total net book amount of $3.6 million which is impacted by the same international ban and financial restrictions and face the same difficulties as described above.

We were unable to obtain sufficient appropriate audit evidence about the recoverable amount of the Group's investment in Koryolink as at 31 December 2021, the latter's share of profit and corresponding impairment of share of profit accounted for in the Group's consolidated statement of profit and loss and other comprehensive income, the respective disclosures as required by IAS 28 Investments in associates and joint ventures as well as the recoverable amount of the Group's restricted cash in North Korean banks because we were not provided with documentation to support the recoverable amount of the Group's investment in Koryolink and the restricted cash in North Korean banks.

© 2024 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133

On 26 April 2023, we issued a qualified opinion on the consolidated financial statements of the Group for the financial year ended 31 December 2020 for the above-mentioned reasons.

Consequently, we were unable to determine whether any adjustments were necessary to the opening and closing balances of the caption "Equity-accounted investees" in the consolidated statement of financial position, the captions "Share of profit from equity accounted investee" and "Impairment of share of profit from equity accounted investee" in the consolidated statement of profit and loss and other comprehensive income as well as the related disclosures.

In addition, Orascom Telecom Lebanon S.A.L ("OTL"), a Lebanese subsidiary of the Group has elected Lebanese Pound as its functional and presentation currency. The country is classified as a hyperinflationary economy. OTL represents $7.16 million of the Group's total assets and $7.48 of total liabilities in the consolidated statement of financial position as at

31 December 2021 and $(2.95) million of results from operations in the consolidated statement of profit and loss and other comprehensive income of the year then ended. Due to the current geopolitical and economical context, management was not able to provide us with the impact assessment of IAS 29 Financial reporting in hyperinflationary economies. We were unable to obtain sufficient appropriate audit evidence about the inflation effects on OTL's total assets, total liabilities and results from operations. 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 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.

Responsibilities of the Board of Directors and Those Charged with Governance 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 IFRS Accounting Standards 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.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Luxembourg, 29 October 2024

KPMG Audit S.à r.l.

Cabinet de révision agréé

Fabrice Leonardi

Orascom Investment Holding S.A.E. (In thousands of US dollars)

Notes to the consolidation financial statements as of and for the year ended December 31, 2021

ORASCOM INVESTMENT HOLDING S.A.E.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF

(In thousands of US$)

Note

December31,2021

December31,2020

Assets

Property and equipment

14

13,769

66,698

Intangible assets

15

-

2,383

Investment property

16

13,165

45,821

Equity accounted investees

12

39,185

39,110

Financial assets at fair value

17-2

-

-

Other financial assets

17-1

3,391

5,690

Other assets

20

255

15,811

Total non-current assets

69,765

175,513

Inventories

-

775

Trade receivables

19

8,041

20,422

Other financial assets

17

-

4,741

Other assets

20

1,821

9,175

Cash and cash equivalents

21

69,222

21,865

79,084

56,978

Assets held for sale

27

101,284

-

Total current assets

180,368

56,978

Total assets

250,133

232,491

Equity and liabilities

Share capital

22

95,890

95,890

Reserves

(11,247)

(22,288)

Retained earnings

30,615

16,006

Equity attributable to equity holders of the Company

115,258

89,608

Non-controlling interests

20,214

18,060

Total equity

135,472

107,668

Liabilities

Borrowings

23

10,173

27,806

Other liabilities

24

179

7,783

Deferred tax liabilities

18

4,812

10,474

Total non-current liabilities

15,164

46,063

Borrowings

23

17

11,716

Trade payables and other liabilities

24

23,679

53,157

Income tax liabilities

3,174

3,464

Provisions

25

11,769

10,423

38,639

78,760

Liabilities associated to assets held for sale

27

60,858

-

Total current liabilities

99,497

78,760

Total liabilities

114,661

124,823

Total equity and liabilities

250,133

232,491

1

Orascom Investment Holding S.A.E. (In thousands of US dollars)

Notes to the consolidation financial statements as of and for the year ended December 31, 2021

ORASCOM INVESTMENT HOLDING S.A.E.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED

In thousands of US$, except per share amounts

Note

December31,2021

December31,2020

Represented**

Continuing operations

Revenues

6

1,784

4,887

Purchases and services

7

(4,931)

(3,385)

Other expenses

8

(733)

(1,606)

Reversal of )provisions) /(formed)

25

(1,385)

12,005

Personnel cost

9

(4,239)

(11,242)

Depreciation and amortization

10

(337)

(423)

Impairment loss of other financial assets

(6,841)

(3,829)

gain from acquisition investment property

12,825

-

Gains from disposal of non-current assets

-

222

Operating (loss)

(3,857)

(3,371)

Finance income

11

186

4,155

Finance expense

11

(834)

(317)

Net foreign currencies translation differences

11

3,182

(257)

Share of profit from equity accounted investee

12

27,190

171,106

Impairment of share of profit from equity accounted investee

12

(27,190)

(171,106)

Profit before income tax

(1,323)

210

Income tax expense

13

(3,220)

(512)

(loss) for the year from continued operations

(4,543)

(302)

Discontinued operations

Profit from discontinuing operation (net of income tax)

27

23,740

1,022

Profit for the year

19,197

720

Other comprehensive : (loss) / income

Items that may be sequent reclassified to profit or loss net of tax

Revaluation of investments at fair value through OCI

-

(2,339)

Foreign operations -Foreign currencies translation differences

8,607

(10,303)

Total other comprehensive (loss) / income for the year

8,607

(12,642)

Total comprehensive Income (loss) for the year

27,804

(11,922)

Profit / (loss) for : the year attributable to

Owners of the Company from continuing operations

(3,729)

481

Owners of the Company from discontinuing operations

18,708

(496)

Non-controlling interests

4,218

735

19,197

720

Total comprehensive (loss) for the year attributable to

Owners of the Company

25,649

(12,123)

Non-controlling interests

2,155

201

27,804

(11,922)

Earnings / (losses) per share from continuing operation - basic & diluted (in US$)

26

(0.0007)

0.00009

(Losses) / earnings per share from discontinued operations- basic & diluted (in US$)

26

0.0036

(0.00009)

  • The accompanying notes from page (5) to page (58) are an integral part of these consolidated financial statements.
  • We are represented the combative 2020 as we have discontinued operation. For more details, see note (32)

2

Orascom Investment Holding S.A.E. (In thousands of US dollars)

Notes to the consolidation financial statements as of and for the year ended December 31, 2021

ORASCOM INVESTMENT HOLDING S.A.E.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2021

Other reserves

(In thousands of US$)

No Share capital

Legal

Translation

Other

Total

Retained

reserve

reserves

reserves

reserves

earnings

Equity

attributable

Non-

to owners of

controlling Total equity

the parent

interests

company

As of January 1, 2020

Restatement*

2

2

366,148

86,253

(238,675)

10,191

(142,231)

36,773

260,690

16,861

277,551

-

-

-

4,608

4,608

(936)

3,672

-

3,672

As of January 1, 2020, restated Comprehensive (loss) / income for the year

Revaluation of investments at fair

value through OCI

Foreign operations- Foreign

currencies translation differences

(Loss) / profit for the year

Total comprehensive (loss) /

income for the year

Transactions with owners of the

company

Dividends to NCI

Change in ownership percentage

without a change in control Effect of the demerger **

Total transactions with owners

of the Company

As of December 31, 2020

(In thousands of US$)

As of January 1, 2021

Foreign operations- Foreign currencies translation differences (Loss) for the year

Total comprehensive (loss) for the year

Transactions with owners of the Company

Transferred to legal reserve

Total transactions with owners of the Company

As of December 31, 2021

366,148

86,253

(238,675)

14,799

(137,623)

35,837

264,362

16,861

281,223

-

-

-

(2,344)

(2,344)

-

(2,344)

5

(2,339)

-

-

(9,764)

-

(9,764)

-

(9,764)

(539)

(10,303)

-

-

-

-

-

(15)

(15)

735

720

-

-

(9,764)

(2,344)

(12,108)

(15)

(12,123)

201

(11,922)

-

-

-

-

-

-

-

(877)

(877)

-

-

(497)

-

(497)

(1,173)

(1,670)

9,693

8,023

(270,258)

(61,378)

201,773

(12,455)

127,940

(18,643)

(160,961)

(7,818)

(168,779)

(270,258)

(61,378)

201,276

(12,455)

127,443

(19,816)

(162,631)

998

(161,633)

95,890

24,875

(47,163)

-

(22,288)

16,006

89,608

18,060

107,668

Other reserves

Equity

Non-

Share

Legal

Translatio

Total

Retained

attributable

to

controlli

Total

Note

capital

reserve

n reserve

reserves

earnings

owners of

the

ng

equity

parent company

interests

22

95,890

24,875

(47,163)

(22,288)

16,006

89,608

18,060

107,668

-

-

10,671

10,671

-

10,671

(2,064)

8,607

-

-

-

-

14,979

14,979

4,218

19,197

-

-

10,671

10,671

14,979

25,650

2,154

27,804

-

-

-

-

-

-

-

-

-

370

-

370

(370)

-

-

-

-

370

-

370

)370(

-

-

-

95,890

25,245

(36,492)

(11,247)

30,615

115,258

20,214

135,472

The accompanying notes from page (5) to page (58 )are an integral part of these consolidated financial statements

*Restatement represents the effect of applying IFRS 9 by an associate (Contact Financial Holding) starting from January 1, 2020, which was not recorded by the Group in the prior years

**Effect of the demerger represents the adjustments on the equity as a result of the demerger of the Company into two companies (for more details see note33)

3

Orascom Investment Holding S.A.E. (In thousands of US dollars)

Notes to the consolidation financial statements as of and for the year ended December 31, 2021

ORASCOM INVESTMENT HOLDING S.A.E CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR ENDED

In thousands of US)$)

Note December31,2021December31,2020 Restated

(Loss)/gain for the year before tax

(1,323)

210

Adjustments for :

Depreciation and amortization

10

337

423

Finance income

11

(186)

(4,155)

Finance expense

11

834

317

Net foreign currencies translation differences

11

(3,182)

257

Gains from disposal of non-current assets

-

(222)

Impairment loss of other financial assets

6,841

3,829

impairment of cash and equivalents Cash

(1,827)

-

gain from acquisition investment property

16

(12,788)

-

Changes in provision

25

1,324

(16,382)

Changes in other assets

6,426

(3,510)

Changes in other liabilities

(16,447)

(3,223)

Cash flows (used in) operating activities

(19,991)

(22,456)

Income taxes paid

(850)

(784)

Interest received

182

254

Net cash flows (used in ) operating activities

(20,659)

(22,986)

Cash flows from investing activities

Property and equipment acquisition of property and equipment

(6,929)

(3,805)

Investments property

(406)

-

Proceeds from disposal of

Property and equipment

-

32

Other financial assets

-

221

Effect of the demerger on the balances of cash and cash equivalent

-

(21,343)

Proceeds from sale of- Riza Capital a subsidiary

20

1,900

Cash flows (used in) investing activities

(7,315)

(22,995)

Cash flows from financing activities

Interest paid

23

(834)

(302)

Proceeds from non-current borrowings

23

6,957

7,583

Net (payments) for financial liabilities

(5,226)

(22,033)

Net cash received from other financial assets

-

133

Payments under investment in subsidiaries

-

(254)

Cash flows generated/(used in) financing activities

897

(14,873)

Net change in cash and cash equivalents from continuing operations

(27,077)

(60,854)

Discontinuing operations

Net cash generated by operating activities

27

16,503

1,793

Net cash generated by (used in) investing activities

27

74,178

(667)

Net cash (used in) generated by financing activities

27

(13,270)

18,399

Net cash generated by discontinued operations

77,411

19,525

Net change in cash and cash equivalents

50,334

(41,329)

Cash and cash equivalents at the beginning of the year

21,865

63,438

Effect of exchange rates on cash and cash equivalents continued

(130)

(244)

Effect of exchange rates on cash and cash equivalents discontinued

(133)

-

Cash included in assets held for sale

(2,714)

-

Cash and cash equivalents at the end of the year

69,222

21,865

* The accompanying notes from page (5) to page (58) are an integral part of these consolidated financial statements.

4

Orascom Investment Holding S.A.E. (In thousands of US dollars)

Notes to the consolidation financial statements as of and for the year ended December 31, 2021

1. General information

Orascom Investment Holding S.A.E. ("OIH" or the "Company") is an Egyptian Joint Stock Company pursuant to the provisions of the Capital Market Law No. 95 of 1992, and its executive regulations. The Company was registered at Commercial Register under No 394061. The Company's Head Office located at Nile City Towers, Armlet Boulak- Cairo-Egypt. The Company was established on November 29, 2011 (the "inception") and until this date the businesses of the Company were performed under various entities which were controlled by Orascom Telecom Holding, S.A.E. ("OTH"). As part of a larger transaction pursuant to which VimpelCom Ltd had acquired OTH dated April 14, 2011, its shareholders agreed to affect the demerger, whereby, OTH was split into two companies, OTH and the Company ("Demerger"). The Demerger resulted in the transfer of certain telecom, cable and media and technology assets (the "OIH Assets") to the Company.

The Company through its subsidiaries (the "Group") is a mobile telecommunications business operating in high growth emerging markets in the Middle East, Africa and Asia. The Company is a subsidiary of Orascom Telecom Media and Technology Investments S.à.r.l. (the "Ultimate Parent Company").

The Company's shares are listed on the Egyptian Stock Exchange under ISIN number EGS693V1C014 and has Global Depositary Receipts (GDRs) which are listed on the London Stock Exchange under ISIN number US68555D2062, and Egyptian stock exchange under number 2349649.

The information presented in this document has been presented in thousands of United States Dollar ("US$"), except earnings per share and unless otherwise stated.

1-1COVID-19 update

The global spread of COVID-19("COVID-19"), a virus which was declared a global pandemic by the World Health Organization in March 2020, has led governments around the world to mandate certain restrictive measures to contain the pandemic, including social distancing, quarantine, "shelter in place" or similar orders, travel restrictions and suspension of non-essential business activities. The continued restrictive orders issued by national and foreign authorities, coupled with the worsening of the global macroeconomic scenario and the risk of deterioration of the credit profile of certain customer segments, could lead to slowdowns in business activities. The Company's management has formed a working group to develop and implement contingency plans to meet these exceptional circumstances and is currently closely monitoring and evaluating all the developments related to the spread of the emerging virus.

Management of this emergency requires, also in consideration of the public service provided, the implementation of all activities relating to the operational continuity of business processes with the aim of ensuring the operation of the services provided and the protection of employees' health.

At the date of issue of these Consolidated Financial Statements, revenues were not impacted from the pandemic as the major business is represented by internet submarine cables of TWA, anti-cyclical for nature. Less significant impacts from higher costs related to employee safety, health and transportation have been offset by cost savings from lower commercial activity, suspension of travel and other cuts in non-core operating expenses. Therefore, at December 31, 2020, no indicators of impairment of financial and non-financial assets were found in connection of COVID-19.

In any case, management reviewed its business and operations to take into consideration the potential impacts and effects of the COVID-19, including the estimated impact on the macroeconomic environment, the market outlook and Company's operations. Management continues to monitor the evolution of COVID-19 and the impacts on the business as information becomes available, as well as the related effects on the results of operations, financial position and cash flows.

5