Orascom Development : FY 2022 AGM Invitation

To the Shareholders of Orascom Development Holding Ltd

Convocation to the 14th Annual General Meeting

Tuesday, 10 May 2022, 2.00 p.m. CET

Radisson Blu Hotel Reussen, Bärengasse 1, 6490 Andermatt, Switzerland

As a precautionary measure in light of the ongoing COVID-19 pandemic, the Annual General Meeting will be held without the physical presence of shareholders on the basis of art. 27 para. 1 of the Ordi-nance 3 of the Swiss Federal Council of 19 June 2020 on Measures to Combat the Coronavirus. All shareholders may grant a written or electronic power of attorney with instructions for the exercise of their voting rights to the independent proxy.

AGENDA ITEMS AND PROPOSALS OF THE BOARD OF DIRECTORS

1

Approval of the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the 2021 financial year

The Board of Directors proposes that the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the 2021 financial year be approved.

2

Allocation of annual results

Proposal

The Board of Directors proposes that the result for the 2021 financial year of Orascom Development Holding Ltd be allocated as follows:

Balance sheet loss at 1 January 2021	CHF	(2'497'654'442)
Loss for the 2021 financial year	CHF	(12'714'068)
Revaluation adjustment on own shares	CHF	439'596
Total balance sheet loss at 31 December 2021	CHF	(2'509'928'914)
Allocation:
Balance sheet loss carried forward	CHF	(2'509'928'914)
Explanation

The statutory financial statements of Orascom Development Holding Ltd show a loss of CHF 12'714'068 for the 2021 financial year. The Board of Directors proposes that the loss is added to the balance carried forward from the previous year, thereby increasing the balance sheet loss carried forward to CHF 2'509'928'914.

3

Consultative vote on the 2021 Compensation Report

The Board of Directors proposes that the 2021 Compensation Report be approved in a non-binding consultative vote.

4

Discharge of the members of the Board of Directors and the Executive Management

The Board of Directors proposes that the members of the Board of Directors and the Executive Management be granted discharge for the 2021 financial year.

5 5.1

Approval of the compensation of the Board of Directors and the Executive Management

Approval of the compensation of the Board of Directors for the period from the 2022 Annual General Meeting until the 2023 Annual General Meeting

Proposal

The Board of Directors proposes that a maximum amount of compensation of the Board of Directors of CHF 1'000'000 for the period until the 2023 Annual General Meeting be approved.

Explanation

Pursuant to article 22 of the Articles of Incorporation the Board of Directors proposes that the Annual General Meeting approves the maximum compensation amount for the Board of Directors for the period until the next Annual General Meeting. The decrease of the maximum amount reflects the reduction of the total number of members of the Board of Directors.

The amounts actually paid to the individual members of the Board of Directors for the period until the next Annual General Meeting will be disclosed in the Compensation Reports for the 2022 and 2023 financial years.

5.2

Approval of the compensation of the Executive Management for the 2023 financial year

Proposal

The Board of Directors proposes that a maximum amount of compensation of the Executive Management of CHF 7'000'000 for the 2023 financial year be approved.

Explanation

The maximum amount proposed for approval includes the fixed compensation of the members of the Executive Management as well as the maximum achievable amount of the variable compensation.

The amounts actually paid to the Executive Management will be published in the Compensation Report for the 2023 financial year.

6

Elections

As communicated on 15 December 2021 Samih O. Sawiris is stepping down from his position as Chairman of the Board of Directors and will not stand for re-election at the 2022 Annual General Meeting. Furthermore, Carolina Müller-Möhl, Barbara Heller and Jürg Weber have decided not to stand for re-election at the 2022 Annual General Meeting. The Board of Directors proposes the re-election of the other current members. As successor to Samih O. Sawiris the Board of Directors proposes the election of Naguib S. Sawiris as new Chairman of the Board of Di-rectors.

6.1

Re-election of existing members of the Board of Directors

6.1.1

Re-election of Franz Egle

The Board of Directors proposes that Franz Egle be re-elected as a member of the Board of Directors until the 2023 Annual General Meeting.

6.1.2

Re-election of Jürgen Fischer

The Board of Directors proposes that Jürgen Fischer be re-elected as a member of the Board of Directors until the 2023 Annual General Meeting.

6.1.3

Re-election of Naguib S. Sawiris

The Board of Directors proposes that Naguib S. Sawiris be re-elected as a member of the Board of Directors until the 2023 Annual General Meeting.

6.1.4

Re-election of Eskandar Tooma

The Board of Directors proposes that Eskandar Tooma be re-elected as a member of the Board of Directors until the 2023 Annual General Meeting.

6.1.5

Re-election of Amine Omar Tazi-Riffi

The Board of Directors proposes that Amine Omar Tazi-Riffi be re-elected as a member of the Board of Directors until the 2023 Annual General Meeting.

6.2

Election of a new member of the Board of Directors

Proposal

The Board of Directors proposes that Maria Rioumine be elected as a new member of the Board of Directors until the 2023 Annual General Meeting.

Explanation

Maria Rioumine (British citizen, resident in the United States) is CEO and Co-Founder of Agora Systems, a soft-ware company based in San Francisco, United States, that is modernizing the processing of building materials and has received $45 million in funding to date from investors including Tiger Global and Tishman Speyer. She also co-founded Real Capital Innovation, a financial technology company providing financial forecasting solutions to institutional investors, which was acquired by Addepar in December 2020. She was previously Chief of Staff to Joe Lonsdale, Co-Founder of Palantir, and helped him build 8VC, a venture capital fund with over $3.5bn in assets under management. Rioumine formerly worked in Investment Banking at Goldman Sachs focused on the Real Estate, Healthcare, and Consumer sectors.

Maria Rioumine holds an MA in Philosophy, Politics, and Economics from Oxford University, where she was also President of the Oxford Union.

6.3

Election of the Chairman of the Board of Directors

The Board of Directors proposes that Naguib S. Sawiris be elected as Chairman of the Board of Directors until the 2023 Annual General Meeting.

6.4

Re-election of the members of the Nomination & Compensation Committee

6.4.1

Re-election Naguib S. Sawiris

The Board of Directors proposes that Naguib S. Sawiris be re-elected as a member of the Nomination & Compen-sation Committee until the 2023 Annual General Meeting.

6.4.2

Re-election of Jürgen Fischer

The Board of Directors proposes that Jürgen Fischer be re-elected as a member of the Nomination & Compensation Committee until the 2023 Annual General Meeting.

6.4.3

Re-election of Eskandar Tooma

The Board of Directors proposes that Eskandar Tooma be re-elected as a member of the Nomination & Compen-sation Committee until the 2023 Annual General Meeting.

6.5

Election of the independent proxy

Proposal

The Board of Directors proposes that Mrs. Barbara Merz Wipfli, attorney-at-law and notary, from Zeiningen and Erstfeld, in Flüelen, be elected as independent proxy until the end of the 2023 Annual General Meeting.

Explanation

Dr. Hansheiri Inderkum has decided not to stand for re-election as independent proxy. The Board of Directors proposes that Mrs. Barbara Merz Wipfli be elected as Dr. Inderkum's successor. Mrs. Merz Wipfli graduated from the University of Berne and was admitted to the bar and as a notary in 1982 in the Canton of Uri. She worked in an international trust and auditing company in Zurich and Zug for 16 years. Thereafter, Mrs. Merz Wipfli was the co-owner of the law firm Muheim & Merz with offices in Zug and Altdorf for 20 years. Since 2020 she has been working as an independent consultant and holds various board of directors' mandates. In addition, she was a judge at the Federal Tax Appeals Commission in Lausanne for 12 years until 2006.

6.6

Re-election of the auditors

The Board of Directors proposes that Deloitte AG, Zurich, be re-elected as independent auditors for the 2022 financial year.

7

Renewal and Increase of Authorized Capital

Proposal

The Board of Directors proposes to renew the authorized capital for another two years until 10 May 2024 and increase its amount from CHF 65'000'000 to CHF 100'000'000, corresponding to 20'000'000 registered shares with a nominal value of CHF 5.00 each.

The Board of Directors therefore proposes to amend article 4a of the Articles of Incorporation:

"Article 4a Authorized Capital

The Board of Directors is authorized to increase the share capital of the Company by a maximum of CHF 100'000'000 by issuing up to 20'000'000 fully paid-up registered shares with a par value of CHF 5.00 each until 10 May 2024. Partial increases are permitted.

The Board of Directors determines the date of issue, the issue price, the type of contribution, the conditions for the exercise of pre-emptive rights and the commencement of dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a banking institution, a syndicate or another third party with a subsequent offer of these shares to the shareholders. The Board of Directors may permit pre-emptive rights that have not been exercised to expire, or it may place these rights and/or shares for which pre-emptive rights have been granted but not exercised, at market conditions or use them for other purposes in the interest of the Company.

The Board of Directors is authorized to restrict or to withdraw the subscription rights of the shareholders wholly or in part and to allocate such rights to individual shareholders or third parties:

• a) in the event of issuance of shares for the participation of strategic partners or for the purpose of broad-ening the shareholder constituency or in connection with a listing of shares on domestic or foreign stock exchanges;

• b) for the acquisition of a company, parts of a company, participations, or for new investments or for the financing and/or refinancing of such transactions; or