Orascom Investment Holding

S.A.E.

Consolidated Financial Statements

As at and for the year ended

December 31, 2024 (IFRS)

Together with the auditor’s report

US$

KPMG Audit S.à r.l.

39, Avenue John F. Kennedy

L-1855 Luxembourg

Tel.: +352 22 51 51 1

Fax: +352 22 51 71

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’ENTREPRISE 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 2024, 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 2024 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

•

Investment in equity accounted investee and cash held in North Korea

The Group’s investment in CHEO Technology JV (“Koryolink”), a foreign associate is carried

at $12 million as at 31 December 2024 under “Equity-accounted investees”. For the year, a

$9ꢀmillion share of profit was recognized but was fully impaired due to the fact 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

repatriation of funds outside of North Korea. The Board of Directors consider the recognized

profit and related impairment as the best estimate of the recoverable amount.

We were unable to obtain sufficient appropriate audit evidence to support the recoverable

amount of this investment, the share of profit, or the corresponding impairment. Consequently,

we could not determine whether adjustments were required to the opening and closing

balances of “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 income statement and other

comprehensive income and related disclosures.

On 10 November 2025, we issued a qualified opinion on the consolidated financial statements

of the Group for the financial year ended 31ꢀDecember 2023 for this same reason.

•

Cash held in North Korea

In addition, the Group holds restricted cash of $114 million in North Korea, comprising $106

million with the Foreign Trade Bank of DPR Korea and $8 million of cash in hand. The Board

of Directors recorded a 50% expected credit loss (ECL), booking for the year ended 31

December 2024 an additional $13 million in the caption “Impairment of current and non-current

assets”.

We were unable to obtain sufficient appropriate audit evidence regarding the recoverability of

these balances, the adequacy of the ECL and the existence of the cash in hand. As a result,

we could not determine whether further adjustments to the captions “current financial assets

at amortized cost” in the consolidated statement of financial position and “Impairment loss of

other financial assets” in the consolidated statement of profit or loss and other comprehensive

income or related disclosures were necessary.

On 10 November 2025, we issued a qualified opinion on the consolidated financial statements

of the Group for the financial year ended 31ꢀDecember 2023 for the recoverability of the

restricted cash held with the Foreign Trade Bank of DPR Korea.

•

Investment in Orascom Telecom Lebanon S.A.L (“OTL”)

Orascom Telecom Lebanon S.A.L (“OTL”), a Lebanese subsidiary, has elected Lebanese

Pound as its functional and presentation currency. Lebanon is classified as a hyperinflationary

economy. As at 31 December 2024, OTL represented $6.6 million of the Group’s total assets

and $1.3 of total liabilities and $(0.47) million operating results.

The Board of Directors did not provide an assessment of the impact of IAS 29 Financial

Reporting in Hyperinflationary Economies. Accordingly, we could not obtain sufficient

appropriate audit evidence regarding the effects of inflation on OTL’s assets, liabilities, or

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. As a result, we were unable to determine whether any adjustments were

necessary.

On 10 November 2025, we issued a qualified opinion on the consolidated financial statements

of the Group for the financial year ended 31 December 2023 for the above-mentioned reason.

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, 23 December 2025

KPMG Audit S.à r.l.

Cabinet de révision agréé

Fabrice Leonardi

ORASCOM INVESTMENT HOLDING S.A.E.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED

December 31 December 31

,2024

,2023

(In thousands of US$, except per share amounts)

Note

Continuing operations

Revenues

Other Income

6

7,873

2,728

5,754

115

Total Income

Purchases and services

Other expenses

10,601

(9,132)

(484)

5,869

(4,761)

(225)

7

9

Increase in provisions

Personnel cost

Depreciation and amortization

24

8

10

(1,670)

(6,446)

(1,085)

(1,487)

(9,081)

(1,627)

Impairment loss of other financial assets

(14,000)

(49,448)

Operating (loss)

(22,216)

(60,760)

Finance income

Gain/losses on financial assets at FVTPL

Finance expense

Net gain from foreign currencies translation differences

Share of profit from Equity-accounted investees

Impairment of share of profit from Equity-accounted investees

(Loss) before income tax

11

12

17,537

5,943

(6,918)

1,944

4,241

(3,956)

(9,611)

19,783

18,103

(18,103)

(50,303)

1,567

8,868

(8,868)

(3,710)

(3,126)

Income tax expense

13

(loss) for the year from continued operations

(6,836)

(48,736)

Discontinued operations

Gain /(Loss) from discontinuing operation (net of income tax)

28

--

9,434

(Loss) for the year

(6,836)

(39,302)

Other comprehensive income:

Items that may subsequently reclassified to profit or loss net of tax

Foreign operations- Foreign currencies translation differences

(6,021)

(19,834)

Total other comprehensive Loss for the year

Profit / (loss) for the year attributable to:

(6,021)

(12,857)

(19,834)

(59,136)

Owners of the Company from continuing operations

26

28

(6,711)

--

(125)

(48,711)

9,434

(25)

Owners of the Company from discontinuing operations

Non-controlling interests

Total

(6,836)

(39,302)

Total other comprehensive income for the year attributable to:

Owners of the Company

Non-controlling interests

(12,871)

14

(59,197)

61

Total

(12,857)

(0.001)

(59,136)

(0.0093)

(losses) per share from continuing operation - basic & diluted

26

* The accompanying notes from page (5) to page (47) are an integral part of these consolidated financial

statements.

ORASCOM INVESTMENT HOLDING S.A.E.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024

Equity

Note

22

(In thousands of US$)

attributable to

owners of the

parent company

115,645

Non-

controlling

interests

(462)

Treasury

Share

Other

reserves

8,075

(8,075)

Share

capital

95,890

--

Legal

reserve

26,150

--

Translation

reserve

(56,525)

(6,650)

Total

reserves

(22,300)

(14,725)

Retained

earnings

42,055

Total equity

115,183

As of January 1, 2023

--

Restatements

24,754

10,029

--

10,029

As of January 1, 2023, restated

Foreign operations- Currencies translation

95,890

26,150

(63,175)

--

(37,025)

(19,920)

-

66,809

125,674

(462)

125,212

--

(19,920)

--

(19,920)

(39,277)

(59,197)

86

(25)

61

(19,834)

(39,302)

(59,136)

-

Profit for the year

(39,277)

--

Total comprehensive (loss) for the year

(19,920)

Transactions with owners of the company

NCI Share in investment in Subs

Gain from Sale of Treasury Share

--

449

--

438

--

438

100

--

100

438

(11)

Total transactions with owners of the compa

--

449

438

(56,507)

--

438

66,915

100

(301)

538

66,614

(11)

As of December 31, 2023

(In thousands of US$)

95,890

26,150

(83,095)

27,532

Retain

Equity

attributable to

owners of the

parent company

66,915

ed

earnin

gs

27,532

--

Non-

controlling

interests

(301)

Treasury

Share

449

Share

capital

95,890

--

Legal

reserve

26,150

400

Translation

reserves

(83,095)

--

Other

reserves

(11)

Total reserves

(56,507)

400

Total equity

66,614

As of January 1, 2024

Reserve

22

27

--

400

--

Equity-settled share-based payment

Foreign operations- Foreign currencies

(Loss) for the year

Total comprehensive (loss) for the year

As of December 31, 2024

--

200

--

(6,160)

--

(6,160)

--

(6,160)

--

(6,160)

--

(6,160)

(6,711)

(12,871)

54,444

139

(125)

14

(6.021)

(6,836)

(12,857)

54,357

--

(11)

(6,711)

20,821

95,890

26,550

(89,255)

449

(62,267)

(87)

The accompanying notes from page (5) to page (47) are an integral part of these consolidated financial statements.

ORASCOM INVESTMENT HOLDING S.A.E.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED

December

31,2024

December

31,2023

(In thousands of US$)

Notes

(Loss) for the year before tax

Adjustments for:

(3,710)

(50,303)

Depreciation and amortization

Finance income

10

11

1,085

(17,537)

1,627

(4,241)

Finance expense

11

6,918

9,611

Foreign exchange (gain) /loss

(1,944)

14,000

200

(5,943)

(2,728)

1,670

(10,236)

(17,632)

(35,857)

(1,700)

3,907

(19,783)

49,448

--

Impairment loss of other financial assets

Equity-settled share-based payment

Gain from valuation financial assets at fair market value

Gain (Loss) from sale of Investments at fair market value

Change in provisions

Changes in current assets

Changes in current liabilities

Cash flows (used in) by operating activities

Income tax paid

Interest received

Net cash flows (used in) operating activities

Cash flows from investing activities

Cash out flow for investments in:

Acquisition of Property and equipment

Acquisition of financial assets

Cash collected from sales of investment property

Proceeds from Investments Held for Trading

Cash Paid Investments Held for Trading

Repayment to related party

31

11

3,956

--

24

1,185

2,533

(2,353)

(8,320)

(3,484)

4,021

(7,783)

(33,650)

(5,731)

(11,182)

--

(6,042)

--

18,075

4,651

(3,799)

--

5,281

(2,552)

(6,942)

(21,126)

17

23

Cash flows (used in) generated by investing activities

Cash flows from financing activities

Interest paid

12,885

(1,916)

--

(3,238)

4,854

Proceeds from Sale & lease back

Proceeds from loan and bank facilities

Payments of loans

Cash from NCI related to their share in subsidiary

23

34,854

(4,125)

--

906

(91)

100

Cash from Sale Treasury share

--

435

Payments of operating lease

23

(980)

--

Cash flows generated by financing activities

Net change in cash and cash equivalents from continuing

operations

27,833

2,966

(26,943)

8,068

Discontinuing operations

Net cash flows (used in) / generated by operating activities

Net cash flows (used in) financing activities

Net cash generated by / (used in) discontinued operations

Net change in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Effect of exchange rates on cash and cash equivalents continued

Cash and cash equivalents at the end of the year

--

352

--

352

(26,943)

73,583

(926)

45,714

8,420

66,880

(1,717)

73,583

21

17

21

Cash Held in North Korea classified as financial assets

113,909

159,623

95,911

Total cash and financial assets at the end of the year

169,494

* The accompanying notes from page (5 to page 47) are an integral part of these consolidated financial statements.

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

Notes to the consolidation financial statements as at December 31, 2024

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 and 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 TMT investments

S.à.r.l.

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 for the 12 months ended 31 December 2024 has been presented in

thousands of United States Dollar (“US$”), except earnings per share and unless otherwise stated.

2. Material accounting policies

2.1 Basis of accounting

The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards.

They were approved and authorized for issue by the Company’s board of directors on 23 December 2025

The Consolidated Financial Statements have been prepared on a going concern basis, as Management have verified

the absence of financial, management or other indicators that could indicate critical issues regarding the Group's

ability to meet its obligations in the foreseeable future, and during 12 months following the date of authorization.

The description of the methods through which the Group manages financial risks is contained in the following note

4 relating to "Financial risk management”.

For presentational purposes, the current/non-current distinction has been used for the statement of financial position.

The statement of comprehensive income is presented using the one-statement approach. Expenses are analyzed in

the statement of profit or loss using a classification based on their nature. The indirect method has been selected to

present the cash flows statement.

2.2 Application of new and revised International Financial Reporting Standards (“IFRSs”)

2.2.1 New currently effective requirements

Effective date

New standards or amendments

January 1, 2024

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

Non-current Liabilities with Covenants (Amendments to IAS 1)

Supplier Finance Arrangements (Amendments to IAS 7, Statement of Cash Flows and IFRS 7,

Financial Instruments: Disclosures)

January 1, 2024

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)

In the current year, the group has applied a number of amendments to IFRS Accounting Standards that are effective

for an accounting period that begins on or after 1 January 2023. Their adoption has not had any material impact on

the disclosures or on the amounts reported in these financial statements.

5

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

Notes to the consolidation financial statements as at December 31, 2024

2.2.2 Forthcoming requirements

Effective date

1 January 2025

1 January 2026

1 January 2027

New standards or amendments

Lack of Exchangeability - Amendments to IAS 21

Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7

Annual Improvements to IFRS Accounting Standards - Volume 11

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 19 Subsidiaries without Public Accountability: Disclosures

The directors do not expect that the adoption of the standards listed above will have a material impact on the

financial statements of the group in future periods, except if indicated below."

2.3 Summary of material accounting principles and policies

The main accounting principles and policies adopted in preparing these consolidated financial statements are set

out below. These policies have been applied consistently by the Group entities.

. Basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control.

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement

with the entity and has the ability to affect those returns through its power over the entity.

The consolidated financial statements include the financial statements of the Company and the financial statements

of those entities over which the Company has control, both directly and indirectly, from the date on which control

is transferred to the Group until the date such control ceases.

The financial statements used in the consolidation process are those prepared by the individual Group entities in

accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (IASB)

. Consolidation procedures used are as follows:

-

The assets and liabilities and income and expenses of subsidiaries are included on a line-by-line basis,

allocating to non-controlling interests, where applicable, the share of equity and profit or loss for the year that

is attributable to them.

-

The resulting balances are presented separately in equity and the consolidated income statement; the

acquisition method of accounting is used to account for business combinations.

The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the

liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group.

The consideration transferred includes the fair value of any asset or liability resulting from a contingent

consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a

business combination are measured initially at their fair values at the acquisition date. The Group recognizes

any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the

non-controlling interest’s proportionate share of the recognized amounts of acquiree’s identifiable net assets.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay

contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not

remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is

remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent

consideration are recognized in consolidated profit or loss.

-

Goodwill represents the excess of the cost of an acquisition over the interest acquired in the net fair value at

the acquisition date of the assets and liabilities of the entity or business acquired. Goodwill relating to

investments accounted for using the equity method is included in the carrying amount of the investment.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair values

of non-controlling interest over the net identifiable assets acquired and the liabilities assumed. If the

consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is

recognized in the consolidated profit or loss.

6

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

Notes to the consolidation financial statements as at December 31, 2024

-

Acquisition costs on business combinations are expensed as incurred, except if they relate to issue debt or

equity securities.

The purchase of equity holdings from non-controlling holders are accounted for as equity transactions that is,

as transactions with the owners in their capacity as owners. The difference between fair value of any

consideration received and the relevant share of the carrying value of net assets of the subsidiary is recorded

in equity.

-

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency

transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealized gains arising from

transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s

interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the

extent that there is no evidence of impairment.

. Interests in equity-accounted investees

The Group’s interests in equity-accounted investees comprise interests in associates and a joint venture.

- Associates are those entities in which the Group has significant influence, but not control or joint control, over the

financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby

the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its

liabilities.

- Interests in associates and the joint venture are accounted for using the equity method. They are initially recognized

at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements

include the Group’s share of the profit or loss and OCI of equity-accounted investees, until the date on which

significant influence or joint control ceases.

The equity method is as follows:

-

The Group’s share of the profit or loss of an investee is recognized in the consolidated profit or loss from the

date when significant influence begins up to the date when that significant influence ceases or when the

investment is classified as held for sale. Investments in associates with negative shareholders’ equity are

recorded till the Group's interest is reduced to zero and a provision for its losses is accrued only if the Group

has a legal or constructive obligation to cover such losses.

-

The Group determines at each reporting date whether there is any objective evidence that the investment in

the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference

between the recoverable amount of the associate and it’s carrying value.

If the ownership interest in an associate is reduced, but significant influence is retained, only a proportionate

share of the amounts previously recognized in the consolidated other comprehensive income is reclassified

to consolidated profit or loss.

Unrealized gains and losses generated from transactions between the Company, or its subsidiaries and its

investees accounted for using the equity method are eliminated on consolidation for the portion pertaining to

the Group; unrealized losses are eliminated unless they represent impairment.

Management fees received from associates are included within revenue.

Appendix A includes a list of the entities included in the scope of consolidation.

. Non-controlling interests

Non-controlling interests of consolidated subsidiaries are presented separately from the Group’s equity" therein".

Non-controlling interests that represent current equity interests and entitle their holders to a proportionate share of the

net assets of the entity in liquidation, they may be measured at initial recognition either at fair value or in the

Proportionate share of the non-controlling interests in the recognized values of the net assets acquired - The

Measurement basis for each acquisition transaction is selected separately.

7

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

Notes to the consolidation financial statements as at December 31, 2024

The non-controlling interest in an acquire is initially measured at the non-controlling interest proportionate share in the

fair value of the assets, liabilities and contingent consideration recognized on acquisition date.

. Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary

economic environment in which the entity operates (‘the functional currency’). The functional currency of the Company

is Egyptian pound. The Consolidated Financial Statements are presented in ‘US Dollars’ (US$), which is the Group’s

presentation currency. The numbers disclosed according to the presentation currency “US$” represent the translation

of the group financial results recognized in its functional currency “EGP “converted to US$ using the appropriate

exchange rates

Transactions and balances

Transactions in foreign currencies are translated into the functional currency of the relevant entity at the exchange rate

prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated,

at the reporting date, into the prevailing exchange rates at that date. Foreign currency exchange differences arising on

the settlement of transactions and the translation of the statement of financial position are recognized in the income

statement. Gains and losses on long-term financing provided to Group subsidiaries by the parent company, for which

settlement is neither planned nor likely to occur, are initially recognized in. other comprehensive income and reclassified

to the income statement on disposal of the relevant entity, transaction in foreign currency for non-monetary assets and

liabilities carried at historical cost are initially recorded using closing rate at the date of the transaction while items

carried at fair value should be reported at the rate that existed when fair values were determined.

If a gain or loss on a non-monetary item is recognized in other comprehensive income, any foreign exchange component

of that gain or loss is also recognized in other comprehensive income.

Group companies

The financial statements of the Group entities are translated into the presentation currency as follows:

•

Assets and liabilities are translated at the closing exchange rate.

Income and expenses are translated at the average exchange rate for the year.

All resulting exchange differences are recognized as a separate component of equity in the “translation reserve”

until the group loses control of the relevant subsidiary. When the group disposes of a foreign operation the

translation reserve, previously recognized in equity, is transferred to the income statement.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and

liabilities of the foreign entity and are translated at the closing exchange rate; and

•

In the preparation of the consolidated cash flow statement, the cash flows of foreign subsidiaries are translated

at the average exchange rate for the year, except for the opening and closing cash balances.

The exchange rates applied in relation to the US$ are as follows:

Average for the

year ended

December 31, 2024

Closing rate as of

December 31,

2024

Average for the

year ended

December 31, 2023

Closing rate as of

December 31,

2023

Egyptian Pound (EGP)

Euro (EUR)

Brazilian Real (BRL)

LBP Lebanese Pounds (LBP)

0.0220

1.0817

0.1854

0.00001

0.0196

1.0353

0.1620

0.00001

0.0326

1.0815

0.2003

0.00007

0.0324

1.1038

0.2061

0.00007

Property and equipment

Property and equipment are stated at purchase cost or production cost, net of accumulated depreciation and any

impairment losses. Cost includes expenditure directly attributable to bringing the asset to the location and condition

necessary for use and any dismantling and removal costs which may be incurred because of contractual obligations,

which require the asset to be returned to its original state and condition.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the

item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and

maintenance are charged to the income statement during the financial period in which they are incurred. Each asset

is treated separately if it has an autonomously determinable useful life and value. Depreciation is charged at rates

8

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

Notes to the consolidation financial statements as at December 31, 2024

calculated to write off the costs over their estimated useful lives on a straight-line basis from the date the asset is

available and ready for use.

The useful lives of property and equipment and their residual values are reviewed and updated, where necessary, at

least at each year-end. Land is not depreciated. When a depreciable asset is composed of identifiable separate

components whose useful lives vary significantly from those of other components of the asset, depreciation is

calculated for each component separately, applying the “component approach”.

The useful lives estimated by the Group for the various categories of property and equipment are as follows.

Number of years

Buildings

50

3-8

5-10

3-5

5-10

3-6

Leasehold improvements and renovations

Machinery

Computer equipment

Furniture and fixtures

Vehicles

Gains or (losses) arising from the sale or retirement of assets are determined as the difference between the net

disposal proceeds and the net carrying amount of the asset sold or retired and are recognized in the income statement

in the period incurred.

Leases

With the adoption of IFRS 16, the Group recognizes a right-of-use asset and a corresponding lease liability at the

date at which the leased asset is available for use. Each lease payment is allocated between the principal liability and

finance costs. Finance costs are charged to the income statement over the lease period using the effective interest

rate method.

As A leasee , right-of-use assets are initially measured at cost comprising the following: (i) the amount of the initial

measurement of lease liability; (ii) any lease payments made at or before the commencement date less any lease

incentives received; (iii) any initial direct costs and, if applicable, (iv) restoration costs. Payments associated with

short-term leases and leases of low-value assets are recognized as an expense in the income statement on a straight-

line basis.

Lease liabilities are initially measured at the net present value of the following: (i) fixed lease payments, (ii) variable

lease payment that are based on an index or a rate and, if applicable, (iii) amounts expected to be payable by the

lessee under residual value guarantees, and (iv) the exercise price of a purchase option if the lessee is reasonably

certain to exercise that option. Lease liabilities do not include any non-lease components that may be included in the

related contracts.

Lease payments are subsequently measured at amortized cost and discounted using the interest rate implicit in the

lease. If that rate cannot be determined, the Group’s incremental borrowing rate is used, being the rate that the Group

would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic

environment with similar terms and conditions.

The right-of-use asset is subsequently depreciated on a straight-line basis over the entire term of the contract, unless

the contract provides for the transfer of ownership at the end of the lease term or the cost of the lease reflects the

fact that the lessee will exercise the purchase option. In this case, the depreciation must be the shorter of the useful

life of the asset and the duration of the contract. The estimated useful lives for right-of-use assets are calculated

according to the same criterion applied to owned tangible assets. In addition, the right-of-use asset is decreased by

any impairment losses and adjusted to reflect any remeasurement of the associated lease liability.

In the statement of financial position, the Group presents right-of-use assets within property and equipment and lease

liabilities within current and non-current borrowings.

In the income statement, interest expense on lease liabilities constitutes a component of financial expenses and is

shown separately from the depreciation of right-of-use assets.

9

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

Notes to the consolidation financial statements as at December 31, 2024

Sale and leaseback

An entity (the seller-lessee) transfers an asset to another entity (the buyer-lessor) and leases that asset back from the

buyer-lessor, both the seller-lessee and the buyer-lessor shall account for the transfer contract and the lease.

Assessing whether the transfer of the asset is a sale

An entity shall apply the requirements for determining when a performance obligation is satisfied in IFRS 15 to

determine whether the transfer of an asset is accounted for as a sale of that asset.

Transfer of the asset is a sale.

If the transfer of an asset by the seller-lessee satisfies the requirements of IFRS 15 to be accounted for as a sale of

the asset:

The seller-lessee shall measure the right-of-use asset arising from the leaseback at the proportion of the previous

carrying amount of the asset that relates to the right of use retained by the seller-lessee. Accordingly, the seller-

lessee shall recognise only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor.

If the fair value of the consideration for the sale of an asset does not equal the fair value of the asset, or if the

payments for the lease are not at market rates, an entity shall make the following adjustments to measure the sale

proceeds at fair value:

•

Any below-market terms shall be accounted for as a prepayment of lease payments; and

Any above-market terms shall be accounted for as additional financing provided by the buyer-lessor to the

seller-lessee.

Transfer of the asset is not a sale :

If the transfer of an asset by the seller-lessee does not satisfy the requirements of IFRS 15 to be accounted for as a

sale of the asset, the seller-lessee shall continue to recognise the transferred asset and shall recognise a financial

liability equal to the transfer proceeds. It shall account for the financial liability applying IFRS 9.

Impairment of non-financial assets

Assets that have an indefinite useful life – for example, goodwill– are not subject to amortisation and are tested

annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is

recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. In determining an

asset’s value in use, the estimated future cash flows are discounted using a pre-tax rate that reflects the market’s

current assessment of the cost of money for the investment period and the specific risk profile of the asset. The

recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of

assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows

(cash-generating units, “CGU”). Non-financial assets other than goodwill that suffered impairment are reviewed for

possible reversal of the impairment at each reporting date.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs,

or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to

which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for

internal management purposes. Goodwill is monitored at the operating segment level. Goodwill impairment reviews

are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment.

The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the

fair value less costs to sell. Any impairment is recognized immediately as an expense and is not subsequently

reversed.

Investment property

Investment properties are property (land or a building or part of a building or both) held by the Group to earn rental

income or for capital appreciation or both, rather than for sale in the ordinary course of business or for use in supply

of goods or services or for administrative purposes. Investment properties are initially measured at cost. The cost of

a purchased investment property comprises its purchase price and any directly attributable expenditure.

Directly attributable expenditure includes, for example, professional fees for legal services, property transfer taxes

and other transaction costs. Subsequent to initial recognition, the Group has elected to measure investment properties

at cost less accumulated depreciation and accumulated impairment losses, if any.

Investment property is derecognized upon disposal, when it is permanently withdrawn from use and no future

economic benefits expected from its disposal. Gains or losses arising from the retirement or disposal of investment

property are determined as the difference between the net disposal proceeds and the carrying amount of the asset

and are recognized in the consolidated profit or loss in the period of the retirement or disposal. Reclassifications to

10

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

Notes to the consolidation financial statements as at December 31, 2024

/ from investment property are made when, and only when, there is a change of use.

Revenue from operating lease rentals is recognized on a straight-line basis over the relevant term of the lease. The

rental income generated by investment properties is recognized within revenues in the consolidated income

statement.

Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each

component of the investment properties. The estimated useful lives of leased units are estimated at 50 years.

Financial assets

.

Recognition and measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial

assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions

of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is

initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its

acquisition or issue. A trade receivable without a significant financing component is initially measured at the

transaction price.

.

Classification and Subsequent Measurement

The Group classifies non-derivative financial assets into the following categories:

•

Amortized cost

FVOCI – debt investment

FVOCI – equity investment or

FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business

model for managing financial assets, in which case all affected financial assets are reclassified on the first day of

the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as

at FVTPL:

•

It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

Its contractual terms give rise on specific dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as

FVTPL:

•

It is held within a business model whose objective is achieved by both collecting contractual cash flows

and selling financial assets; and

•

Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and

interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading the Group may irrevocably elect to present

subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment

basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at

FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a

financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if

doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

.

Financial assets – Business model assessment

The Group assesses the objective of the business model in which a financial asset is held at a portfolio level because

this best reflects the way the business is managed, and information is provided to management. The information

considered includes:

•

The stated policies and objectives for the portfolio and the operation of those policies in practice. These

include whether management’s strategy focuses on earning contractual interest income, maintaining a

particular interest rate profile, matching the duration of the financial assets to the duration of any related

liabilities, or expected cash outflows or realizing cash flows through the sale of the assets.

How the performance of the portfolio is evaluated and reported to the Group’s management.

the risks that affect the performance of the business model (and the financial assets held within that business

model) and how those risks are managed.

•

11

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

Notes to the consolidation financial statements as at December 31, 2024

•

How managers of the business are compensated – e.g., whether compensation is based on the fair value of

the assets managed or the contractual cash flows collected; and

The frequency, volume, and timing of sales of financial assets in prior periods, the reasons for such sales

and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered

sales for this purpose, consistent with the Group’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis

are measured at FVTPL.

.

Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition.

‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal

amount outstanding during a particular period and for other basic lending risks and costs (e.g., liquidity risk and

administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers

the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual

term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In

making this assessment, the Group considers:

•

Contingent events that would change the amount or timing of cash flows.

terms that may adjust the contractual coupon rate, including variable-rate features.

prepayment and extension features; and

terms that limit the Group’s claim to cash flows from specified assets (e.g., non-recourse features).

.

Financial assets – Subsequent measurement and gains and losses

Financial assets at

FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any

interest or dividend income, are recognized in profit or loss.

Financial assets at

amortized cost

These assets are subsequently measured at amortized cost using the effective interest method.

The amortized cost is reduced by impairments losses. Interest income, foreign exchange gains

and losses and impairment are recognized in profit or loss. Any gain or loss derecognition is

recognized in profit or loss.

.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at

FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition.

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,

are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the

effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.

Any gain or loss on derecognition is also recognised in profit or loss.

.

Derecognition

Financial assets are derecognized when one of the following conditions is met:

•

The contractual right to receive the cash flows from the asset has expired.

The Group has substantially transferred all of the risks and rewards related to the asset, transferring its rights to

receive the cash flows from the asset or assuming a contractual obligation to pass the cash flows received to one

or more beneficiaries by virtue of an agreement that meets the requirements set out in IFRS 9 (pass through test)

The Group has not transferred nor substantially maintained all the risks and rewards related to the financial asset

but has transferred control.

•

.

Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (“ECL”) on:

- Trade receivables related to fees and commission under the scope of IFRS 15 (“Revenues from Contracts with

Customers”)

- Financial assets measured at amortized cost or at FVOCI. The Group applies a simplified approach to measure

some of these assets. For further information, please, refer to the section 3. Use of estimates and critical judgments-

Impairment of financial assets.

Impairment losses on financial assets are recognized in the consolidated statement of profit or loss under

“Impairment loss of other financial assets”.

12

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

Notes to the consolidation financial statements as at December 31, 2024

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial

instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12

months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

For trade receivables related to fees and commission, the Group measures loss allowances at an amount equal to 12-

month ECLs.

For financial assets measured at amortized cost or at FVOCI, the Group measures loss allowances at an amount

equal to 12-month ECLs. However, a lifetime ECLs is elected if the credit risk on the financial instruments has

increased significantly since initial recognition.

Significant increase in credit risk and default

When determining whether the credit risk of a financial asset has increased significantly since initial recognition,

the Group considers reasonable and supportable information that is relevant and available without undue cost or

effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical

experience and informed credit assessment and including forward-looking information.

The Group considers a financial asset to be in default when:

.

There is a breach of financial covenants by the counterparty; or the information developed internally or

obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group,

in full (without considering any collateral held by the Group);

or

.

The financial asset is more than 90 days past due unless the Group has reasonable and supportable

information to demonstrate that a more lagging default criterion is more appropriate

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value

of all cash shortfalls (i.e., the difference between the cash flows due to the entity in accordance with the

contract and the cash flows that the Group expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets are credit impaired. A financial asset is ‘credit-

impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial

asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

•

Significant financial difficulty of the borrower or issuer.

A breach of contract such as a default or being more than 90 days past due.

The restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise.

It is probable that the borrower will enter bankruptcy or another financial reorganization; or

The disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECL

ECL for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

For financial instruments at FVOCI, the ECL is charged to consolidated profit or loss and is recognized in OCI.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of

recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with

respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The

Group expects no significant recovery from the amount written off. However, financial assets that are written off

could still be subject to enforcement activities to comply with the Group’s procedures for recovery of amounts due.

Subsequent recoveries of an asset that was previously written off are recognized as a reversal of impairment in the

consolidated statement of profit or loss when the recovery occurs.

Financial liabilities

Financial liabilities consisting of borrowings, trade payables and other obligations are recognized when the Group

becomes a party to the related contractual clauses and are initially recognized at fair value, adjusted by any directly

attributable transaction costs.

Financial liabilities and trade payables, with the exception of derivative financial instruments, are subsequently

measured at amortized cost using the effective interest rate method

13

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

Notes to the consolidation financial statements as at December 31, 2024

. Derecognition of financial liabilities

The financial liabilities are derecognized when they are extinguished, namely when the contractual obligation has

been met, cancelled, or prescribed. An exchange of debt instruments with substantially different contractual terms,

must be accounted for as an extinguishment of the original financial liability and the recognition of a new financial

liability. Similarly, a substantial modification of the contractual terms of an existing financial liability must be

accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

Finance income and finance costs

The Group’s finance income and finance costs include:

•

Interest income.

Interest expense.

Dividend income.

Net gain or loss on financial assets at FVTPL.

Foreign currency gain or loss on financial assets and financial liabilities; impairment losses (and

reversals).

Interest income or expense is recognised under the effective interest method. Dividend income is recognised in

profit or loss on the date on which the Group’s right to receive payment is established.

The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the

expected life of the financial instrument to the gross carrying amount of the financial asset, or the amortised cost of

the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the

asset (when the asset is not credit‑impaired) or to the amortised cost of the liability. However, for financial assets

that have become credit‑impaired after initial recognition, interest income is calculated by applying the effective

interest rate to the amortised cost of the financial asset. If the asset is no longer credit‑impaired, then the calculation

of interest income reverts to the gross basis.

Interest income is recognized using the effective interest method. When a receivable is impaired, the Group reduces

the carrying amount to its recoverable amount, being the estimated future cash-flow discounted at the original

effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on

impaired loans is recognized using the original effective interest rate.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid

investments with original maturities of three months or less. In the consolidated statement of financial position,

bank overdrafts are shown within borrowings in current liabilities.

The group recognize loss allowances for ECL on the cash closing balance. The group measures loss allowances at

an amount equal to 12-month ECLs.

Current and deferred income tax

The tax expense for the year comprises current and deferred tax. Tax is recognized in the income statement, except

to the extent that it relates to items recognized directly in equity. In this case, the tax is also recognized in equity.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the

reporting date in the countries where the Group’s subsidiaries and associates operate and generate taxable income.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax

regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected

to be paid to the tax authorities.

Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising

between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements.

However, deferred income tax is not accounted for if it arises from initial recognition of goodwill or the initial

recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction

affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)

that have been enacted or substantially enacted at the reporting date and are expected to apply when the related

deferred income tax asset is realized, or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be

available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates, and

joint ventures, except where the timing of the reversal of the temporary difference is controlled by the Group and it

is probable that the temporary difference will not reverse in the near future.

14

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

Notes to the consolidation financial statements as at December 31, 2024

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and

assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different

tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities

will be realised simultaneously.

Provisions

Provisions are only recognized when the Group has a present legal or constructive obligation arising from past

events that will probably result in a future outflow of resources, and the amount has been reliably estimated.

Provisions are not recognized for future operating losses. The amount provided represents the best estimate of the

present value of the outlay required to meet the obligation. The interest rate used in determining the present value

of the liability reflects current market rates and considers the specific risk of each liability.

Earnings per share

Basic Earnings Per Share:

Basic earnings per share are calculated by dividing the profit for the year attributable to equity holders of the

Company, both from continuing and discontinued operations, by the weighted average number of ordinary shares

in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares.

Diluted Earnings Per Share:

Diluted earnings per share are calculated by dividing the profit for the year attributable to equity holders of the

Company by the weighted average number of ordinary shares of the Company outstanding during the year where,

compared to basic earnings per share, the weighted average number of shares outstanding is modified to include the

conversion of all dilutive potential shares, while the profit for the year is modified to include the effects of such

conversion net of taxation. Diluted earnings per share are not calculated when there are losses as any dilutive effect

would improve earnings per share.

Employee benefits

Short-term employee benefits

Short‑term employee benefits are expensed as the related service is provided. A liability is recognised for the amount

expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past

service provided by the employee and the obligation can be estimated reliably.

Share-based payment arrangements

The grant‑date fair value of equity‑settled share‑based payment arrangements granted to employees is generally

known as an expense, with a corresponding increase in equity, over the vesting period of the awards.

The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and

non‑market performance conditions are expected to be met, such that the amount ultimately recognised is based on

the number of awards that meet the related service and non‑market performance conditions at the vesting date.

For share‑based payment awards with non‑vesting conditions, the grant‑date fair value of the share‑based payment

is measured to reflect such conditions and there is no true‑up for differences between expected and actual outcomes.

The fair value of the amount payable to employees in respect of SARs, which are settled in cash, is recognised as an

expense with a corresponding increase in liabilities, over the period during which the employees become

unconditionally entitled to payment. The liability is remeasured at

each reporting date and at settlement date based on the fair value of the SARs. Any changes in the liability are

recognised in profit or loss.

Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits

and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12

months of the reporting date, then they are discounted.

Business Combination

The acquisition method of accounting is used to account for all business combination, regardless of whether equity

instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises:

•

Fair values of the assets transferred.

Liabilities incurred to the former owners of the acquired business.

Equity interests issued by the group.

Fair value of any asset or liability resulting from a contingent consideration arrangement and.

Fair value of any pre-existing equity interest in the subsidiary.

15

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

Notes to the consolidation financial statements as at December 31, 2024

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with

limited exceptions, measured initially at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

The excess of the:

•

Consideration transferred.

Amount of any non-controlling interest in the acquired entity, and

Acquisition date fair value of any previous equity interest in the acquired entity

Over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the

fair value of the net identifiable assets of the subsidiary acquired, the difference is recognized directly on profit or

loss as a bargain purchase.

Where the settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted

to their present value as the date of exchange. The discount rate used is the entity’s incremental borrowing rate,

being the rate at which a similar borrowing could be obtained from an independent financier under comparable

terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial

liability are subsequently remeasured to fair value with changes in fair value recognized in the consolidated profit

or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously

held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from

such remeasurement are recognized in the consolidated profit or loss.

In case that initial treatment of business combination is not complete at the end of financial period consolidated, the

group recognizes temporary amounts for accounts and during the measurement period not to exceed one year from

the date of acquisition. The adjustment is performed retrospectively for completion of new information (Intangible

assets, deferred taxes/provisions, and others).

Segment reporting

Operating segments are reported in a manner which is consistent with the internal reporting information provided

to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating

resources and assessing performance of the operating segments, has been identified as the board of directors of the

Company.

Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate major line of business

or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively

with a view to resale. Classification as a discontinued operation occurs at the earliest of disposal or when the

operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a

discontinued operation, the comparative income statement is re-presented as if the operation had been discontinued

from the start of the comparative period.

Revenue from contracts with customers

The company recognizes revenue based on the following five steps:

•

Determination of the contract with the client.

Determination of the contractual obligation to transport goods and/or services (known as performance

obligations).

•

Determination of the price of the transaction.

Allocation of the transaction price to performance obligations determined based on the independent

selling price for each good or service.

•

Recognition of income upon fulfilment of the relevant performance obligation.

The Group does not recognize any assets associated with the incremental costs of obtaining a contract with a

customer that are expected to be not recovered. The majority of revenue is recognized over a period of time and the

Group applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when

incurred if the amortisation period of the asset that would otherwise be recognized is one year or less.

Specifically, the Group mainly recognizes revenue from entertainment and Other trading activities.

16

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

Notes to the consolidation financial statements as at December 31, 2024

The following is a statement of the group revenues and how to define each revenue:

A. Revenue from Entertainment Segment

Revenue from entertainment segment is predominantly generated by Orascom pyramids entertainment (“OPE”)

and Orascom sound and light “OSL” which includes Sound and light shows and entertainment activities and the

pyramids site.

A.1 Orascom pyramids entertainment (“OPE”)

•

Rental income: Rental income is recognized according to the accrual basis and in the straight-line manner

according to the essence of the lease agreement.

Sponsorship Revenue: Care income is recognized by the distribution of sponsorship consideration on a

straight-line basis over the duration of the sponsorship contract.

Events revenue: Events revenue is recognized when performing event for customers and no revenue is

recognized in case of uncertainty of refund for this revenue or associated costs.

A-2 Orascom sound and light “OSL

•

Revenues of sound and light shows: - It is represented in the revenues resulting from sound light shows

presented within the archaeological pyramids area.

B. Revenue from investment property Segment

Revenue from investment property is recognized according to the accrual basis and in the straight-line manner

according to the rental contract duration.

C. Revenue from other trading activities

Revenue from other trading activities is predominantly generated by O-Trade and Blue EV recognized according

to the accrual basis based on agreement and revenue recognition criteria.

EBITDA Definition (Alternative performance measure)

•

Adjusted earnings before interest, tax, depreciation, and amortisation (adjusted EBITDA).

A management has presented the performance measure adjusted EBITDA because it monitors this

performance measure at a consolidated level, and it believes that this measure is relevant to an

understanding of the Group’s financial performance. Adjusted EBITDA is calculated by adjusting profit

from continuing operations to exclude the impact of taxation, net finance costs, depreciation,

amortisation, impairment losses/reversals related to goodwill, intangible assets, and other financial assets.

Adjusted EBITDA is not a defined performance measure in IFRS Accounting Standards. The Group’s

definition of adjusted EBITDA may not be comparable with similarly titled performance measures and

disclosures by other entities.

•

Repurchase and reissue of ordinary shares (treasury shares)

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly

attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and

are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount

received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented

within share premium.

3. Use of estimates and critical judgements

The preparation of the Consolidated Financial Statements requires that the directors apply accounting policies and

methodologies that, in some circumstances, are based upon complex and subjective judgments and estimates that

are based on historical experience and assumptions that are considered reasonable and realistic at the time,

considering the relevant circumstances for example the assessment of control over subsidiaries and associates as

well as the impairment of goodwill amount. The application of such estimates and assumptions affects the amounts

recorded in the consolidated statement of financial position, the consolidated income statement, the consolidated

statement of comprehensive income and cash flows, as well as in the notes. Actual results might differ from such

estimates due to the uncertainty surrounding the assumptions and conditions upon which estimates are based. The

accounting estimates that require the more subjective judgment of management in making assumptions or estimates

regarding the effects of matters that are inherently uncertain and for which changes in conditions may significantly

affect the results reported in these Consolidated Financial Statements are summarised below.

A. Valuation of financial instruments – Note (17)

-

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date in the principal or, in its absence, the most

advantageous market to which the Group has access at that date. The fair value of a liability reflects its

non‑performance risk.

17

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

Notes to the consolidation financial statements as at December 31, 2024

-

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both

financial and non‑financial assets and liabilities

When one is available, the Group measures the fair value of an instrument using the quoted price in an active

market for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place

with sufficient frequency and volume to provide pricing information on an ongoing basis

-

If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the

use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation

technique incorporates all of the factors that market participants would consider in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets

and long positions at a bid price and liabilities and short positions at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction

price – i.e., the fair value of the consideration given or received. If the Group determines that the fair value

on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted

price in an active market for an identical asset or liability nor based on a valuation technique for which any

unobservable inputs are judged to be insignificant in relation to the measurement, then the financial

instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial

recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an

appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by

observable market data, or the transaction is closed out.

-

B. Fair value hierarchy

For fair value measurement recognized in the statement of financial position, IFRS 13 requires an entity to classify

fair value measurements based on a fair value hierarchy, with the following levels, by reference to the significance

of the inputs used in making measurement:

•

Level 1 inputs are unadjusted quoted prices in active markets for items identical to the asset being

measured.

Level 2 inputs are inputs other than quoted prices in active markets included within Level 1 that are directly

or indirectly observable.

Level 3 inputs are unobservable inputs that are usually determined based on management’s assumptions.

However, Level 3 inputs must reflect the assumptions that market participants would use when determining

an appropriate price for the asset.

Fair value is a market-based measure, based on assumptions of prices and inputs considered from the perspective

of a market participant that are current as of the measurement date, rather than an entity-specific measure.

Therefore, even when market assumptions are not readily available, the funds the Group invest into have their own

assumptions that are set to reflect those that market participants would use in pricing the asset or liability at the

measurement date. The availability of valuation techniques and observable inputs can vary from investment to

investment and are affected by a wide variety of factors, including the type of investment, whether the investment

is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to

the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable

in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of

valuation, those estimated values may be materially higher or lower than the values that would have been used had

a ready market for the investments existed.

Accordingly, the degree of judgment exercised by various funds in determining fair value is greatest for

investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different

levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy which the fair value

measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value

measurement.

When determining fair value, the funds use valuation techniques that maximize the use of observable inputs and

minimize the use of unobservable inputs. The valuation techniques used by the funds to determine fair value are

consistent with the market or income approaches. The market approach includes valuation techniques that use

prices and other relevant information generated by market transactions involving identical or comparable assets,

liabilities, or a group of assets and liabilities. The funds generally use the market approach to value exchange-

traded securities.

The funds value equity securities that are traded on a national securities exchange at their last reported sales price.

18

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

Notes to the consolidation financial statements as at December 31, 2024

The funds generally value equity securities traded in the over the counter (OTC) markets and listed securities for

which no sale was reported on that date at their last reported bid price if held long, and last reported ask price if

sold short. To the extent that equity securities are actively traded, and valuation adjustments are not applied, they

are categorized in Level 1 of the fair value hierarchy. Equity securities traded on inactive markets or valued by

reference to similar instruments are generally categorized in Level 2 of the fair value hierarchy.

The Group has not disclosed the fair values of financial instruments such as short-term trade receivables, trade

payables, other receivables, and other payables, because their carrying amounts are a reasonable approximation of

fair value.

C. Impairment of non-current assets

Non-current assets are reviewed to determine whether there are any indications that the net carrying amount of these

assets may not be recoverable and that they have suffered an impairment loss that needs to be recognized. In order

to determine whether any such elements exist, it is necessary to make subjective measurements, based on

information obtained within the Group, in the market and on past experience. When indicators are identified that an

asset may have become impaired, the Group estimates the impairment loss using suitable valuation techniques. The

identification of elements indicating that a potential impairment exists and estimates of the amount of the

impairment, depend on factors that may vary in time, affecting management’s assessments and estimates.

D. Impairment of financial assets

The Group applies a simplified approach to measure expected credit losses of trade receivables related to fees and

commission and financial assets measured at amortized cost and FVOCI. In a simplified approach expected credit

losses are measured on the basis of a lifetime or 12-month expected loss allowance. The expected credit losses are

based on historical information on actual credit losses on receivables. The model considers other information on the

future economic conditions available at the time of the measurement.

E. Discontinued operation

A discontinued operation is a component of the Group’s business, the operations, and cash flows of which can be

clearly distinguished from the rest of the Group and which:

-

Represents a separate major line of business or geographic area of operations.

Is part of a single coordinated plan to dispose of a separate major line of business or geographic area of

operations; or

-

Is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria

to be classified as held‑for‑sale. When an operation is classified as a discontinued operation, the comparative

statement of profit or loss and OCI is re‑presented as if the operation had been discontinued from the start of the

comparative year.

F. Intangibles

Intangible assets constitute a significant part of the Group’s total assets and the scheduled amortisation charges from

a significant part of the annual operation expenses. The useful economic lives arrived at, on the basis of

management’s estimates and assumptions, have a major impact on the valuation of intangible assets.

At the end of each reporting period, the Group reviews the carrying amounts of its intangible assets to determine

whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the

recoverable amount of the intangible asset is estimated, in order to determine the extent of the impairment loss (if

any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the

recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis

of allocation can be identified, intangible assets are allocated to individual cash-generating units, or otherwise they

are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis

can be identified.

G. Significant influence in North Korea

The Company’s investment in North Korea relates primarily to the 60% voting rights in the local telecom operator

Koryolink. The accounting treatment has been modified during 2015 through recognizing it as an investment in

associates instead of subsidiaries, as the OIH (Egypt) Group management believes in the existence of significant

influence instead of control.

In the light of international sanctions that the United States administration has decided to impose on the North

Korean government and its various departments, the OIH (Egypt) Group’s management closely monitors ongoing

activities to make sure that the sanctions are not violated, and the two sides reached some understanding of the

19

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

Notes to the consolidation financial statements as at December 31, 2024

organizational and commercial frameworks focused on organizing the work of telecommunications market in North

Korea.

The accounting treatment has been modified during period ended September 30, 2015, though recognizing it as an

investment in associates instead of investment in subsidiaries, as the Group management believes that the existence

of significant influence instead of control

The accounting treatment has been modified during period ended September 30, 2015, though recognizing it as an

investment in associates instead of investment in subsidiaries, as the Group's management believes that the

existence of significant influence instead of control due to the increase of the restrictions, financial and operating

difficulties facing Koryolink due to the international sanction imposed by the international community including

the United States of America, the European Union, and the United Nations."

These sanctions have the effect of restricting financial transactions and the import and export of goods and services,

including goods and services required to operate, maintain, and develop mobile networks. In addition, the

restrictions implemented affect the ability of its associate to transfer profits to the parent (return of funds to its

native).

On September 11, 2017, the United Nations Security Council issued a resolution obliging member state of the

United Nations to pass laws prohibiting joint ventures and existing partnerships with the North Korean Republic

unless approval is obtained to continue such joint ventures.

The Group’s management submitted an official request through Ministry of the foreign affairs of the Government of

the Arab Republic of Egypt in order to be excluded from adhering to the said resolution.

On December 26, 2018, the request to the Security Council Committee established to follow up the implementation

of sanctions on North Korea was approved, with the exception of Koryolink, to ban foreign investment in North

Korea and to allow Orascom Investment Holding to continue its activities in North Korea. And consider the company

as a telecommunications infrastructure company offering a public service.

During the third quarter of 2022, Koryolink announced an increase in the company's capital by about 20 million

euros, and KPTC, the shareholder of Koryolink by 25% at that time, subscribed to the entire shares of the capital

increase, with Orascom Investment Holding refraining from subscribing to it. This increase led to a Dilution of

Orascom Investment Holding's shareholding in Koryolink from 75% to 60%.

Share capital

Euro*

%

60,000,000

40,000,000

100,000,000

60%

40%

100%

Orascom Investment Holding SAE

Post office Co.at North Korea

Total

*The functional currency for Koryolink is Euro.

H. Depreciation of non-current assets

The cost of property and equipment is depreciated on a straight-line basis throughout the useful economic life of the

relevant asset. The useful economic life is determined by management at the time the asset is acquired and is based

upon historical experience for similar assets, market conditions, and forecasts regarding future events that could

have an impact on useful life, including changes in technology. Therefore, the actual useful economic life may differ

from the estimated useful life. The Group periodically evaluates sector and technology changes in order to update

the remaining useful life. Such periodic updates could result in a change during the depreciation period, and

therefore also in the depreciation in future periods.

I. Taxes

Income taxes (both current income tax and deferred taxes) are determined in each country whereby the

Group operates in accordance with a prudent interpretation of the applicable tax regulations.

This process results in complex estimates in determining taxable and deductible income and taxable temporary

differences between accounting and tax values. In particular, deferred tax assets are recognized when it is probable

that there will be future taxable income against which the temporary differences can be utilised. The assessment of

20

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

Notes to the consolidation financial statements as at December 31, 2024

the recoverability of deferred tax assets, in relation to tax losses that can be used in future periods and deductible

temporary differences, considers the estimated future taxable income on the basis of a prudent tax planning.

J. Provisions and contingent liabilities

Management assesses events and circumstances indicating that the Group may have an obligation resulting in the

ordinary course of business, Management applies its judgment in determining whether the recognition criteria

have been met through assessing the probability of the obligation, making assumptions about timing and amounts

of future cash outflows expected to settle the obligation.

4. Financial Risk Management

Financial risk factors

The Group is exposed to a variety of financial risks: market risk (including foreign exchange risk and cash flow and

fair value interest rate risk), credit risk and liquidity risk. In particular, the Group is exposed to risks from movements

in exchange rates, interest rates and market prices. The Group’s overall risk management program focuses on the

unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s performance

through ongoing operational and finance activities. The management has overall responsibility for the establishment

and oversight of the Group’s risk management framework.

i) Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices

will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk

management is to manage and control market risk exposure with acceptable parameters, while optimizing the

returns.

The Group's strategy is aimed wherever possible at eliminating currency risk and managing derivatives in

compliance with the policies and strategies defined within the Group, taking into consideration the different effects

that these instruments could have on the profit or loss and the statement of financial position as a function of their

classification and accounting treatment.

ii) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising when its business transactions

are in currencies other than its functional currency. The main currencies to which the Group is exposed are the US

dollar (“US$”), the Euro (“EUR”), DPRK Won (“KPW”) , Brazilian Real (“BRL”) , Lebanese Pound( LBP) and

the Egyptian Pound (“EGP”).

The Group is exposed to foreign currency risk arising in two separate ways:

a) Foreign exchange operations risk

The Group entities predominantly execute their operating activities in their respective functional

currencies. Some Group subsidiaries are, however, exposed to foreign currency risks in connection with

scheduled payments in currencies that are not their functional currencies.

In general, this relates to foreign currency denominated supplier payables due to capital expenditures and

receivables. The Group monitors the exposure to foreign currency risk on a group basis.

Management has set up a policy to require Group companies to manage their foreign exchange risk against

their functional currency. In addition, the Group manages foreign currency risk by matching its principal

cash outflows to the currency in which the principal cash inflows are denominated. This is generally

achieved by obtaining loan financing in the relevant currency

At year end, major net assets / (net liabilities) foreign currencies positions presented in ‘US Dollars’ (US$), were as

follows:

December 31, 2023

Assets

December 31, 2023

(Liabilities)

in currency

(2,780)

December 31, 2023

Net assets/(liabilities)

in currency

98,303

December 31, 2023

Net assets/(liabilities)

in currency

101,083

in US$

98,303

2,257

20,242

2

US$

LBP

Euro

GBP

BRL

76,064,187

84,052

(42,202,771)

(65,713)

33,861,416

18,339

1

--

1

11,310

(1,781)

9,529

1,964

21

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

Notes to the consolidation financial statements as at December 31, 2024

December 31, 2024

Assets

December 31, 2024

(Liabilities)

in currency

1,397

December 31, 2024

Net assets/(liabilities)

in currency

80,141

December 31, 2024

Net assets/(liabilities)

in currency

81,537

in US$

80,141

5,971

23,429

2

US$

LBP

Euro

GBP

BRL

645,116,211

110,043

-

110,603,558

87,413

-

755,719,769

22,630

108

8,149

2,012

6,137

994

b) As of December 31, 2024, if the functional currencies had increased/(decreased) by 10% against the US$,

Euro, BRL, and GBP with all other variables held constant, the translation of foreign currency would have

resulted in an increase / (decrease) of US$ $ 7,539 thousand and LBP 493 and Euro of 16,895 as well

as BRL 136 of net profit (2023: US$ $ (8,981) thousand and Euro of (349) and LBP 226 as well as BRL

7,565 of net profit.

c) Foreign exchange translation risk

Due to its international presence, the Group’s Consolidated Financial Statements are exposed to foreign

exchange fluctuations, as these affect the translation of subsidiaries’ assets and liabilities denominated in

foreign currencies to the US$ (the Group’s presentational currency). The currencies concerned are mainly

the Egyptian pound, and the Euro. This represents a translational risk rather than a financial risk given that

these movements are posted directly to equity in the cumulative translation reserve

iii) Price risk

The Group has no exposure to equity instruments of other entities that are publicly traded.

iv) Cash flow and fair value interest rate risk

The Groups interest rate risk arises from borrowings. Borrowings received at variable interest rates expose the Group

to cash flow interest rate risk. The Group has not entered into any derivative financial instruments to hedge its

exposure to cash flow interest rate risk.

All borrowings from banks outstanding as of December 31, 2024, US$ 17,391thousand (December 31, 2023 US$

32,490 thousand) note 23 are at a fixed interest rate, at a variable interest rate and interest rate free.

The Group analyses its interest rate exposure on a dynamic basis. The Group calculates the impact on the

consolidated profit or loss of a defined interest rate shift. The same interest rate shift is used for all currencies.

The impact of a 1% interest rate shift would be a maximum increase/decrease in 2024 finance costs of US$ 0.251

million. (2023: US$ 0.93 million).

v) Fair value hierarchy

The following tables analyze financial instruments carried at fair value, by level, on 31 December 2024 and 2023:

At 31 December 2024

(Millions of US$)

Financial instruments FVTPL

Total assets

Level 1

Level 2

Level 3

28,522

Total

28,522

--

At 31 December 2023

(Millions of US$)

Financial instruments FVTPL

Total assets

Level 1

Level 2

Level 3

24,332

Total

24,332

--

The investment in Lighthouse Energy Fund SCSp fund has been classified as Level 3. Investments classified within

Level 3 have significant unobservable inputs, as they trade infrequently. Level 3 instruments include private equity

securities. As observable prices are not available for these securities, there were various techniques applied to

22

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

Notes to the consolidation financial statements as at December 31, 2024

derive the fair value.

These techniques include comparable trading multiples, comparable transaction multiples and discounted cash

flow analysis.

The following table provides quantitative information related to the significant unobservable inputs for Level 3

fair value measurements as at 31 December 2024 of the Lighthouse Energy fund

Valuation

Technique inputs

Unobservable

Range of estimates

(weighted average)

Sensitivity Range

Sensitivity

(Millions of US$)

Unlisted private

equity investments

PPA prices

Market following with

EUR 2/MWh discount

Discount of EUR The estimated FV would increase,

1/MWh/ Discount of if the PPA prices were higher.

EUR 3/MWh

Discounted

cash flow

Discount rates

8% to 14%

+0.5% /-0.5%

The estimated FV would increase

if the discount rates were lower.

Merchant power

prices

+10% / -10%

The estimated FV would increase

if the merchant power prices were

higher.

EUR 51/MWh declining

to EUR 30/MWh

CAPEX

+10% / -10%

The estimated FV would increase

if the CAPEX prices were lower.

Solar EUR 0.5mn to

0.85mn/MW

Wind EUR 1.3mn/MW

The estimated FV would increase

if prices were higher.

Sale

Iridium): Granted: EUR

300k/MW Requested:

Prices

(Non-

Data Center

EUR 250k/MW

Wind EUR 1.3 /MW

4.0% to 6.75%

Borrowing costs

+1% / -1%

The estimated FV would increase

if the borrowing cost prices were

lower.

Fair Value Level 3

The following table shows the fair values of financial assets and financial liabilities, including their levels in the fair

value hierarchy according as of December 31, 2024, and December 31, 2023.

(In thousands of US$)

As at December 31, 2024,

At amortized

Cost

Financial

assets FVPL

Others

Level 1

Level 2

Level 3

Statement of financial position

Cash and cash equivalents

Financial assets at amortised cost

Trade receivables

Financial assets at FVTPL (Note.17)

Other assets

45,714

56,967

4,302

--

45,714

--

56,967

4,302

28,522

12,869

99,305

4,903

--

28,522

--

12,869

107,890

4,903

Borrowings

Trade payable and other labilities

8,585

--

23

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

Notes to the consolidation financial statements as at December 31, 2024

(In thousands of US$)

As at December 31, 2023

At amortized

Cost

Financial

assets FVPL

--

Others

Level 1

Level 2

Level 3

Statement of financial position

Cash and cash equivalents

Financial assets at amortised cost

Trade receivables

Financial assets at FVTPL (Note.17)

Other assets

73,583

47,975

5,208

--

2,057

--

73,583

47,975

5,208

24,332

--

24,332

--

Borrowings

Trade payable and other labilities

103,395

15,593

13,857

--

89,538

15,593

vi) Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to

meet its contractual obligations and arises principally from the Group’s receivables from customers and investments

in debt securities. The carrying amounts of financial assets and contract assets represent the maximum credit

exposure.

Impairment losses on financial assets and contract assets recognized in profit or loss were as follow: -

December 31,

(In thousands of US$)

2024

2023

Impairment loss on trade receivables (note 19)

Impairment loss on other assets (note 20)

Impairment loss of other financial assets (note 17)

Impairment loss in cash and cash equivalent (note 21)

(43)

(3,963)

--

(13,065)

(892)

(52)

(45,019)

(414)

Total

(14,000)

(49,448)

•

Cash and cash equivalents

The Group Companies have placed funds with the following financial institutions based on their credit rating: -

Rating

Name of Bank

2024

2023

Arab Bank Zurich

CA Indosuez LU

Credit Agricole Egypt

QNB Bank

BB

A+

BB

A+

BB-

AA-

B

B-

FAB Bank

AA-

B-

Bank Masr

Banco General S. A

Audi Bank

BBB-

CCC

BBB-

CCC

The Group held cash and cash equivalents of US$ 45,714 million (2023: US$ 73,583 million) with banks which are

rated BB and A+ based on Standard & Poor and are considered to have low credit risk. The cash balances are

measured on 12-month expected credit losses.

The Group held cash of US$ 1.2 million in a Lebanese bank as at December 31, 2024 (December 31, 2023: US$

0.552 million). Considering Lebanon's economic and financial crisis represented in hyperinflation, currency

devaluation, and significant restrictions on foreign currency transfers, the Group assessed the recoverability of these

cash balances and accordingly, The Group decided to fully impair the total cash balance.

During August 2022, Koryolink decided, at the request of a shareholder in the company, to grant shareholders,

without discrimination, a non-interest loan in accordance with the rules and procedures of local law, according to

the percentage of its contribution to the company's capital. Accordingly, a cash amounting to US$ 86 million was

transferred to the account of Orascom Investment Holding Company bank account in the Republic of Korea,

knowing that all local regulations and laws regarding bank transfers and transactions will be applied to the

mentioned amounts, and Orascom Investment Company will continue to comply with international sanctions

resolutions in this regard.

During December 2024, Koryolink Company granted all shareholders additional interest free loan amounted to EUR

30 million (equivalent to US$31 million as of 31 December 2024) transferred to Orascom investment holding bank

account.

24

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

Notes to the consolidation financial statements as at December 31, 2024

OIH S.A.E. management performed ECL assessment on the cash received from Koryolink Loan and considered that

there is 50% likelihood of recoverability due to the unpredictability of future developments, including potential

changes in international sanctions, regulatory restrictions. Therefore, 50% ECL was recorded as at 31 December

2023 and December 2024.

•

Trade receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.

However, management also considers the factors that may influence the credit risk of its customer base, including

the default risk associated with the industry and country in which customers operate. Details of concentration of

revenue are included in notes 6.

The risk management committee has established a credit policy under which each new customer is analysed

individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are

offered. The Group’s review includes external ratings, if they are available, financial statements, credit agency

information, industry information and in some cases bank references. Sale limits are established for each customer

and reviewed quarterly. Any sales exceeding those limits require approval from the risk management committee.

In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether

they are an individual or a legal entity, whether they are a wholesale, retail or end-user customer, their geographic

location, industry, trading history with the Group and existence of previous financial difficulties.

The Group is monitoring the economic environment in Brazil and is taking actions to limit its exposure to customers

in countries experiencing particular economic volatility and discussion with government of Lebanon regarding

releasing of the dues.

The Group does not require collateral in respect of trade and other receivables.

The Group does not have trade receivable and contract assets for which no loss allowance is recognized because of

collateral.

As of December 31, 2024, and 2023, the exposure to credit risk for trade receivables risk and contract assets by

Geographic region was as follows: -

Carrying amount Carrying amount

(In thousands of US$)

December 31,

2024

December 31,

2023

Egypt

1,064

2,009

Brazil

Lebanon

Total

98

3,140

4,302

685

2,514

5,208

As of December 31, 2024, and 2023, the exposure to credit risk for trade receivables by type of counterparty was

as follows: -

Carrying amount Carrying amount

(In thousands of US$)

December 31,

2024

December 31,

2023

Entertainment

Rentals

GSM

1,064

2,009

98

3,140

4,302

685

2,514

5,208

Total

vii) Liquidity Risk

The Group monitors and mitigates liquidity risk arising from the uncertainty of cash inflows and outflows by

maintaining sufficient liquidity of cash balances. In general, liquidity risk is monitored at entity level whereby each

subsidiary is responsible for managing and monitoring its cash flows and rolling liquidity reserve forecast in order

to ensure that it has sufficient committed facilities to meet its liquidity needs.

Laws and regulations in certain countries, such as North Korea, in which the Group operates limit the conversion of

current cash balances into foreign currency. Given the nature of the business, Group companies may have to make

payments in foreign currencies (for example capital expenditures), the lack of individual entity foreign currency

25

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

Notes to the consolidation financial statements as at December 31, 2024

reserves means that these companies are largely dependent on the Company to make these payments on its behalf.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining

period at the balance sheet to the contractual maturity date. The amounts disclosed in the tables are the gross

contractual, undiscounted cash flows including interest, charges, and other fees.

Carrying Expected cash

Less than 1

year

Between 1 More than

In thousands of US$

amount

flows (*)

and 5 years

5 years

Liabilities

Liabilities to banks

13,857

70,905

15,593

18,633

118,988

28,569

86,770

15,593

29,542

160,474

2,601

--

15,593

3,283

21,477

17,576

86,770

--

10,220

114,566

8,392

--

Loan from Koryolink

Trade payables and other liabilities

Finance lease liability

As of December 31, 2023

--

16,039

24,431

Carrying Expected cash

Less than 1

year

Between 1 More than

In thousands of US$)

amount

flows (*)

and 5 years

5 years

Liabilities

Liabilities to banks

8,585

90,499

4,903

16,127

116,052

4,903

3,249

--

11,444

116,052

--

1,434

--

Loan from Koryolink

Trade payables and other liabilities

Finance lease liability

4,903

1,969

--

32,413

7,212

23,232

8,806

112,793

169,495

10,121

134,708

24,666

As of December 31, 2024

* Expected cash flows are the gross contractual undiscounted cash flows including interest, charges, and other fees.

viii)Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern

and to maintain an optimal capital structure to reduce the cost of capital.

ix) Other risks

Governmental authorisations

Certain future Group activities, including the GSM operations in Lebanon, are dependent on obtaining appropriate

government authorisations. Should these authorisations not be obtained or delayed, there could be an adverse impact

on the future operations of the Group, such as a decrease in revenues or penalty payments due to contractual

counterparties.

The telecommunications activity in Lebanon is in accordance with the agreement with the Ministry of

Telecommunications for the management of Mobile Interim Company One (MIC1) which expired in

January 31, 2013, and has been renewed annually till December 2019, where the management received a letter from

the ministry of telecommunications in Lebanon to terminate the contract and to proceed in handing over the

management.

Political and economic risk in emerging countries

A significant amount of the Group’s operations is conducted in Egypt, North Korea. The operations of the Group

depend on the market economy of the countries in which the subsidiaries or associate operate. In particular, these

markets are characterised by economies that are in various stages of development or are undergoing restructuring.

Therefore, the operating results of the Group are affected by the current and future economic and political

developments in these countries. In particular, the results of operations could be unfavourably affected by changes

in the political or governmental structures or weaknesses in the local economies in the countries where it operates.

These changes could also have an unfavourable impact on financial condition, performance, and business prospects.

Regulatory risk in emerging countries

Due to the nature of the legal and tax jurisdictions in the emerging countries where the Group operates, it is possible

that laws and regulations could be amended. This could include factors such as the current tendency to withhold tax

on the dividends of these subsidiaries, receiving excessive tax assessments, granting of relief to certain operations

and practices relating to foreign currency exchange. These factors could have an unfavourable effect on the financial

26

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

Notes to the consolidation financial statements as at December 31, 2024

activities of the Group and on the ability to receive funds from the subsidiaries.

Revenue generated by the majority of the Group subsidiaries is expressed in local currency. The Group expects to

receive most of this revenue from its subsidiaries and therefore it relies on their ability to be able to transfer funds.

The regulations in the various countries, such as North Korea, where Koryolink operates could reduce the ability to

pay interest and dividends and to repay loans, credit instruments and securities expressed in foreign currency through

the transfer of currency. In addition, in some countries it could be difficult to convert large amounts of foreign

currency due to central bank regulations. The central banks may amend regulations in the future and therefore the

ability of the Company to receive funds from its subsidiaries may change.

Classes of financial instrument

The tables below present the Groups financial assets and liabilities by category.

As of December 31, 2024

As of December 31, 2023

At amortised

Cost

At amortised

(In thousands of US$)

At FVTPL Total

At FVTPL

Total

Cost

Assets

Cash and cash equivalents

Trade receivables

Financial assets at FVTPL

Other assets

45,714

--

45,714

4,302

73,583

--

73,583

5,208

4,302

--

5,208

--

28,522

--

28,522

12,869

91,407

24,332

--

24,332

2,057

12,869

62,885

2,057

80,848

Total

28,522

24,332

105,180

As of December 31, 2024

At amortised Cost Total

As of December 31, 2023

At amortised Cost Total

(In thousands of US$)

Liabilities

Borrowings

107,890

4,903

107,890

103,395

15,593

103,395

Trade payable & other liabilities

4,903

15,593

Total

112,793

118,988

5. Segment reporting

-

The chief operating decision-maker has been identified as the board of directors of the Company. The board

of directors reviews the Group’s internal reporting in order to assess its performance and allocate resources,

mainly from a geographical perspective, of the mobile telecommunication business.

Pursuant to the decision to dispose of entities previously included in the Media and Technology segment,

OIH management has changed its internal reporting as analysed by the chief operating decision-maker and

revised the reportable operating segments as follows:

-

•

GSM – Lebanon: Relating to management contract for the Lebanese mobile telecommunications

operator, Alfa, which is owned by the Lebanese Government. The contract was terminated in

December 2020. As a result, no revenue was recognized from this contract in 2023 and 2024.

However, based on our assessment, we continue to consider OTL as part of ongoing operations, as

there is currently no formal plan in place for the disposal of this segment.

•

Entertainment: relates to the entertainment activities provided by OPE and S&L in the Pyramid’s

area in Egypt.

Other: relates mainly to the Group’s equity investments, income and expenses related to the parent

company of the Group (OIH) in addition the entertainment activities provided by OPE in the

Pyramid’s area in Egypt.

-

The Group reports on segment reporting, which are independently managed. The chief operating decision-

maker assesses the performance of such operating segments based on:

A. Total revenue: The total sales generated by the segment. --(5-A)

B. Adjusted EBITDA: A measure of profitability that excludes certain expenses and taxes. It is calculated

as profit before income tax expense, share of profit/(loss) of investment in associates and related

impairment loss, foreign exchange gains /(loss), financial expense, financial income, gains/(losses) on

disposal of non-current assets, impairment charges and depreciation and amortization. --(5-B)

C. Segment capital expenditure: The total cost incurred during the period to acquire property, equipment,

and intangible assets (excluding goodwill) for the segment. --(5-C)

27

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

Notes to the consolidation financial statements as at December 31, 2024

5-A) Revenue by Segment

For the year ended December 31, 2024

For the year ended December 31, 2023

Total

segment

revenue

6,245

1,628

7,873

Revenue from

external

customers

6,245

Total

segment

revenue

5,754

--

5,754

Revenue from

external

customers

5,754

(In thousands of US$)

Adjusted

EBITDA

1,288

(22,419)

(21,131)

Adjusted

EBITDA

1,860

(60,993)

(59,133)

Entertainments

Other

Total

1,628

7,873

--

5,754

5-B) Adjusted EBITDA

Reconciliation of adjusted EBITDA to profit / (loss) before income tax

For the year ended

December 31, 2024

For the year ended

December 31, 2023

(59,133)

(In thousands of US$)

Adjusted EBITDA

Depreciation and amortization

Finance income

(21,131)

(1,085)

17,537

(1,627)

4,241

(3,956)

(9,611)

19,783

Financial assets at FVTPL

Finance expense

Net foreign currencies translation differences

5,943

(6,918)

1,944

(loss) before income tax

(3,710)

(50,303)

December 31,2024

Adjusted EBITDA

Depreciation and amortization

Finance income

Financial assets at FVTPL

Entertainments

Others

(22,419)

(138)

Total

(21,131)

1,288

(947)

--

(1,085)

17,537

5,943

17,537

5,943

--

(3,748)

64

(3,343)

(3,170)

1,880

(367)

Finance expense

Net foreign currencies translation differences

(6,918)

1,944

(loss) before income tax

(3,710)

December 31,2023

Entertainments

Others

(60,993)

(64)

Total

(59,133)

(1,627)

4,241

Adjusted EBITDA

Depreciation and amortization

Finance income

1,860

(1,563)

20

4,221

Financial assets at FVTPL

Finance expense

Net foreign currencies translation differences

--

(3,956)

(5,311)

19,663

(46,440)

(3,956)

(9,611)

19,783

(50,303)

(4,300)

120

(3,863)

Profit before income tax

5-C) Segment capital expenditure

. Assets per segment

The following table illustrates assets for each reportable segment as they are regularly provided to the board of directors.

December 31, 2024

December 31, 2023

Property and

Equity

investments

--

Property and

equipment

30,325

Equity

investments

--

(In thousands of US$)

equipment

20,911

Total

20,911

13,792

34,703

Total

30,325

21,091

51,416

Entertainment

Other

Total

1,721

12,071

1,233

19,858

22,632

12,071

31,558

19,858

28

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

Notes to the consolidation financial statements as at December 31, 2024

. Capital expenditure

The table below illustrates the capital expenditure incurred by each segment for the year ended December 31,2024 and the

year ended December 31,2023:

For the year ended

December 31, 2024

4,510

For the year ended

December 31, 2023

17,162

(In thousands of US$)

Entertainment

Other

1,100

1,222

5,610

18,384

Total

6. Revenue

(In thousands of US$)

2024

2023

Entertainment

Others

6,245

1,628

5,754

--

Total

7,873

5,754

Disaggregation of revenue from contracts with customers.

The table below illustrates the Geographical, Service line and Timing of revenue incurred by each

segment for the year ended December 31, 2024, and December 31, 2023:

(In thousands of US$)

2024

2023

Primary geographical markets

Egypt

7,873

5,754

Total primary geographical markets

Major service lines

7,873

5,754

Entertainment

Others

Total major service Lines

Timing of revenue recognition

Services transferred over a period

Total timing of revenue recognition

6,245

1,628

7,873

5,754

--

5,754

7,873

5,754

7. Purchases and services

For the year ended

(In thousands of US$)

December 31, 2024

December 31, 2023

Rental of local network, technical sites & other leases

Maintenance costs

109

138

2,173

2,903

287

15

59

155

2,291

59

Consulting and professional services

Purchases of goods and changes in inventories

Advertising and promotional services

Utilities and energy cost

141

32

Site expense

862

61

959

69

IT supplies and expense

Insurance expenses

15

23

Airfare expenses

94

79

Accommodation, meals and per diem

Bank and post office charges

Other service expenses

66

57

199

2,210

9,132

228

609

4,761

Total

29

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

Notes to the consolidation financial statements as at December 31, 2024

8. Personnel Costs

For the year ended

(In thousands of US$)

December 31, 2024

December 31, 2023

Wages and Salaries

4,975

637

94

8,048

474

91

Contractual bonuses

Other benefits

Pension Costs – defined contribution plan

Social Security

80

163

256

8

329

66

Subscription and membership dues

Other personnel Costs

Total

265

6,446

41

9,081

9. Other expenses

For the year ended

December 31, 2024

For the year ended

December 31, 2023

(In thousands of US$)

Other operating expenses

484

225

Total

484

225

10. Depreciation and amortisation

For the year ended

December 31,2024

For the year ended

December 31,2023

(In thousands of US$)

Depreciation of tangible assets

Buildings

370

450

453

871

Right of use

Commercial and other tangible assets

265

303

Total

1,085

1,627

11. Net financing (costs)

For the year ended

December 31,2024

3,907

For the year ended

December 31,2023

4,241

(In thousands of US$)

Interest income

Discounted effect – fair value of financial liabilities -

Koryolink **

--

13,630

5,943

23,480

--

Financial assets at FVTPL- Net change in fair value

--

4,241

Finance income

Financial assets at FVTPL- Net change in fair value *

Interest expense on borrowings

(3,956)

(9,611)

(13,567)

19,783

10,457

(6,918)

1,944

18,506

Finance expense

Net gain from foreign currencies translation differences

Net gain foreign currencies translation differences

Net financing (costs)

(*) this amount representing the value of the Loss resulting from the value adjustment of investment fund as mentioned

in note (17)

(**) During 2024, OIH S.A.E. received an interest-free loan, that was measured at present value of all future cash

receipts discounted using the prevailing market rate of interest for a similar instrument. Refer to “Borrowings” in

note 23. The discounted effect using the fair value of the loan is recognised as finance income of USD 13.6 million.

12. Equity-accounted investees

Investment in equity-accounted investees primarily relate to the investment in telecommunication operator in North

Korea (Cheo Technology Koryolink)

30

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

Notes to the consolidation financial statements as at December 31, 2024

The following table provides a breakdown of equity-accounted investees:

As of

December 31,

2023

Company

Country

Ownership

December 31,

2024

Ownership

Cheo Technology-Koryolink

Accumulated impairment loss (**)

Total

DPRK

60%

280,321

(268,250)

12,071

60%

550,528

(530,670)

19,858

(**) The group does not recognize any profits from the company due to the sanctions and the probability of collecting

such profits through dividends process. Accordingly, the group impairs any profit recognized from Koryolink and

maintain the original investment which represent management’s best estimate of the recoverable value.

The following table presents the movement on the investment of Koryolink during the year:

As of

December 31, 2024

19,858

As of

December 31, 2023

24,803

(In thousands of US$)

Opening balance

8,868

Share of profit of equity accounted investee before impairment

Impairment loss

18,103

(8,868)

(18,103)

(7,787)

Foreign currency translation differences

Ending balance

(4,945)

12,071

19,858

Koryolink:

The tables below set forth-summary of unaudited financial information of Koryolink and the carrying amount of

the Group’s interest in Koryolink.

. Summarised statement of financial position

As of

December 31, 2023

392,033

(In thousands of US$)

December 31, 2024

Assets

396,280

(31,404)

364,876

Liabilities

Net assets

(34,512)

357,521

. Summarised statement of income statement

For the year ended

December 31, 2024

59,488

For the year ended

December 31, 2023

80,122

(In thousands of US$)

Revenues

Total expense

(44,709)

(49,950)

Profit for the period after tax

14,779

30,172

Share of profit of the associate company

8,868

18,103

The Group’s investments in North Korea related primarily to the 60% voting rights in the local telecom operator

Koryolink.

13. Income tax expenses

For the year ended

December 31, 2024

For the year ended

December 31, 2023

(In thousands of US$)

Note

Current income tax

Deferred tax

(1,156)

22

(18-1)

(1,970)

1,545

Total income tax expenses

(3,126)

1,567

31

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

Notes to the consolidation financial statements as at December 31, 2024

14. Property and equipment

As at 31 December 2024, property and equipment, including right-of use assets amount to USD 23 million (2023:

USD 32 million) classified as follows:

(In thousands of US$)

Commercial

& other

tangibles

2,014

Land &

Buildings

7,334

Right Of

Use

Assets under construction

13,334

Total

34,031

11,349

Cost

(871)

Accumulated depreciation &

Impairment

(888)

(714)

--

(2,473)

Net book value as of January 1,

2024

10,478

6,446

1,300

13,334

31,558

1,148

(361)

(2,617)

3,068

(274)

(250)

118

(450)

(4,742)

1,397

5,731

Additions

Depreciation

Foreign currency translation

differences

--

(1,085)

(13,573)

(5,964)

Net book value as of December

31,2024

4,617

3,844

5,404

8,767

22,632

Cost

5,478

(862)

4,542

(698)

6,331

(927)

8,767

--

25,117

(2,486)

Accumulated depreciation and

impairment

(In thousands of US$)

Commercial &

other tangible

assets

Land &

Buildings

8,174

Right Of Assets under

Use

--

construction

9,577

--

Total

Cost

1,907

19,658

(1,058)

18,600

18,384

(1,627)

(3,799)

31,558

34,031

Accumulated depreciation & Impairment

(535)

(523)

Net book value as of January 1, 2023

7,639

1,384

--

9,577

5,721

--

(1,964)

13,334

--

11,388

(871)

(39)

10,478

11,349

(871)

Additions

788

487

Depreciation

(453)

(303)

Foreign currency translation differences

Net book value as of December 31,2023

Cost

(1,528)

6,446

7,334

(268)

1,300

2,014

Accumulated depreciation and impairment

(888)

(714)

(2,473)

Property, plant, and equipment includes Right-of-use assets of USD 5 million (2023: USD 10 million) related to

leased properties that do not meet the definition of investment property. For details refer to Note 23 which describe

in details finance and operating lease and related right of use.

15. Intangible assets

(In thousands of US$)

Cost

License

714

Goodwill

262

Total

976

Accumulated amortization and impairment

Net book value as of January 1, 2024

Additions

(714)

--

(262)

--

(976)

--

Amortization

--

(280)

280

--

(103)

103

--

(383)

383

--

Foreign currency translation differences - Cost

Foreign currency translation differences - Accumulated

Net book value as of December 31, 2024

Cost

434

159

593

Accumulated amortization and impairment

(434)

(159)

(593)

32

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

Notes to the consolidation financial statements as at December 31, 2024

(In thousands of US$)

License

892

(892)

--

Goodwill

Total

1,219

(1,219)

--

Cost

327

(327)

--

Accumulated amortization and impairment

Net book value as of January 1, 2023

Additions

--

Amortization

--

Foreign currency translation differences - Cost

Foreign currency translation differences - Accumulated

Net book value as of December 31, 2023

(178)

178

--

(65)

65

(243)

243

--

Cost

714

262

976

Accumulated amortization and impairment

(714)

(262)

(976)

The following table provides an analysis of goodwill:

December 31, 2024

December 31, 2023

(In thousands of US$)

Other

Total

Other

Total

Opening balance

327

(327)

--

(65)

65

327

(327)

--

(65)

65

Cost

262

(262)

--

(103)

103

--

262

(262)

--

(103)

103

--

Accumulated impairment

Net book value of the opening balance

Foreign currency translation differences - Cost

Foreign currency translation differences - Accumulated

Net book value of the ending balance

--

159

262

Cost

(159)

(262)

Accumulated impairment

16. Investment property

As of

December 31,

2024

As of

December 31,

2023

(In thousands of US$)

--

8,347

(181)

8,166

Cost

Accumulated depreciation and impairment

Net book value of opening balance

Addition

Disposal

Depreciation

Foreign currency translation differences

Net book value of ending balance

--

488

(6,922)

(101)

(1,631)

--

Cost

Accumulated amortization and impairment

-

In 2015 Orascom Investment Holding (OIH) purchased seven floors in Brazil from Bluestone Investment

Company under a contract that guaranteed a fixed annual return after four years. When the return was not

achieved, OIH claimed the shortfall.

In October 2021, Bluestone settled the claim by transferring ownership of 1.5 floors (6 offices) in the same

building. OIH recognized this settlement as an investment property with a fair value of ~$13 million USD. Of

this amount, $12 million was recorded as a gain in 2021, with the remaining $1 million allocated to transaction

costs.

-

In 2023, OIH received an acquisition offer for its Brazilian assets. To facilitate the sale while bypassing complex

tenant pre-emptive rights, OIH:

.

Established two new Brazilian subsidiaries.

Transferred the property ownership into these entities.

Sold 100% of the shares of both subsidiaries to a third-party buyer in September 2023 for 87.5 million

BRL (~EGP 539 million, net of taxes).

33

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

Notes to the consolidation financial statements as at December 31, 2024

-

In 2023, the Group disposed the remaining 1.5 floors equivalent to 6 offices to a third party for a value of BRL

87,5 Million equivalent in US$ 17,6 Million, as per the sale agreement executed. And Management considers

this disposal price as an approximation of fair value and no more PPE at the end of 2023 and 2024 .

Investment property revenue:

(In thousands of US$)

As of

December 31, 2024 December 31, 2023

less than one year (note 27-2)

One to two years

Two to three years

Four to five years

--

853

--

More than 5 years

17. Other Financial Assets

As of December 31, 2024

As of December 31, 2023

(In thousands of US$)

Non-Current

Current

Total

Non-Current

Current

Total

Financial receivables at amortized cost (17.1.1)

Cash held in North Korea at amortized cost

(17.1.2)

Financial assets at FVTPL (17.2)

Total Other financial assets

--

56,967

--

56,967

28,522

85,489

47,975

24,332

72,307

--

47,975

24,332

72,307

28,522

56,967

17.1 Financial receivables at Amortized Cost

17.1.1) Financial Receivables

(In thousands of US$)

December 31, 2024

December 31, 2023

Expected credit loss percentage

Financial receivables

100%

9,163

100%

9,163

Expected credit loss during the year (*)

(9,163)

(*) During September 2019 OIH sold the entire shares owned by the Group in Riza Capital to an external party for a consideration

of US$ 13,323 thousand as well as interest with amount US$423 thousand. The transaction was structured such that the purchaser

pays the consideration in six equal instalments starting from the date of sale and ending in February 2022.

However, up to October 2022, the purchaser only paid the first two instalments dated September 2019 and February 2020 with

a total amount of US$ 4,442 thousand and US$107 thousand of the third instalment, which was due in August 2020. Therefore,

after considering all facts and circumstances, the Group estimated an ECL of US$ 9,163 on this asset and During 2024, OIH has

ongoing lawsuit against the purchaser of the shares in Riza Capital and no updates till end of December 2024.

17.1.2) Cash held in North Korea and restricted deposits

As of December 31, 2024

As of December 31, 2023

Non-

current

Non-

current

(In thousands of US$)

Current

Total

Current

Total

Pledged deposits

13

--

13

113,909

10

--

10

Cash on banks in North Korea**

Expected credit loss*

113,909

(56,955)

95,911

--

(56,955) (47,946)

56,967 47,975

(47,946)

47,975

Total

13

56,954

--

** Due to the sanctions imposed on north Korea, OIH S.A.E. is not able to repatriate the cash balance out of the

country, therefore it has been classified as financial asset. As of 31 December 2024, USD 8 million is kept as

34

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

Notes to the consolidation financial statements as at December 31, 2024

cash on hand in North Korea, and the remaining balance of USD 106 million is cash in OIH S.A.E. bank account

in North Korea.

*

Expected credit loss of other financial assets is represented in the following:

As Of December 31,

2024

As Of December 31,

2023

(In thousands of US$)

Expected loss ratio

50%

95,911

Cash at bank in North Korea

113,909

Expected credit loss during the year *

Net cash at bank in North Korea – non-current

(56,955)

56,954

(47,946)

47,965

(In thousands of US$)

Opening Balance

December 31, 2024

47,946

December 31, 2023

2,080

45,019

847

Allowance for impairment loss

Foreign currency translation differences

Total

13,065

(4,057)

56,954

47,946

During 2017, CHEO (Koryolink) the Company’s subsidiary located at North Korea declared and distributed dividends amounting

to EUR 46.7 million. The Company’s share amounted to EUR 35 million, out of which EUR 29.2 million were directly

transferred to the Company from North Korea to its bank account in Egypt. Therefore, we will assume a 50% likelihood that it

will also be able to transfer the existing bank balance of EUR 81,7 million (cash balance in NK as of Dec 21); this implies a PD

of 0%. We will also assume that there is a likelihood that the Company will not be able to transfer the money out of North Korea

due to the sanctions and 50% given that Management do not have any plans to utilize this cash balance within the country, this

implies a PD of 100% that the valuation is performed with Level 3 assumptions.

* In 2023, OIH S.A.E. management performed ECL assessment and considered that there is 50% likelihood of recoverability due to

the unpredictability of future developments, including potential changes in international sanctions, regulatory restrictions, etc.

Therefore, 50% ECL was recorded. As at 31 December 2024, ECL of USD 13 million was booked in profit or loss (2023: USD 45

million).

** Until 31 December 2023, cash in North Korea was classified as non-current asset given the management`s intention to utilize

the cash for loan settlement at maturity date. In 2024, USD 8 million was used for repayment of an old balance of trade payables

within North Korea and the classification of outstanding balance of USD 114 million changed to current.

It is worth noting that all transfers are subject to local policies and laws related specified to bank transfers and transactions. OIH

S.A.E. will continue to comply with international decision specified to international penalties related to this matter.

17.2 Financial assets at Fair Value Through profit or Loss (Lighthouse energy SCSP)

As Of December 31,

2024

As Of December 31,

2023

(In thousands of US$)

Investment in investment funds

28,522

24,332

Total

28,522

During 2022 the Company invested in investment fund which operates in renewable energy industry. The share of the company

in the fair value of the investment amounted to EUR 25.7 million equivalent to US$ 27.5 million. This investment classified in

the fund as of December 31,2022 as financial investment at fair value through profit or loss and its fair value is classified based

on level 3 investments (levels of fair value revaluation) as there are inputs used that are not observed for assets and liabilities.

There are no transfers between the levels for the year from January 1, 2024, to December 31, 2024, the investments in the fund

assessed from the third level using unadjusted inputs provided by the fund management based on the team's internal assumptions

for the investment's business plan. As the result of management evaluation represents the median valuation between minimum

and maximum valuation ranges.

The following table shows fair value adjustment for the investment classified within the third level during the year.

As of

December 31, 2024

As of

December 31, 2023

(In thousands of US$)

Cost of the purchase

Effect of the Fair value (note 11)

24,332

5,943

27,504

(3,956)

35

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

Notes to the consolidation financial statements as at December 31, 2024

(1,753)

784

Currency translation reserve

Total

28,522

24,332

18. Deferred taxes

18.1 Recognized deferred tax assets and liabilities

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

and liabilities and when the deferred income tax assets and liabilities relate to income taxes due to the same tax authority.

As of

December 31,2024

As of

December 31, 2023

(In thousands of US$)

Deferred tax liabilities

(9,595)

(9,396)

Net position of the deferred tax (liabilities)

(9,595)

(9,396)

The movement in deferred tax liabilities is as follows:

(In thousands of US$)

As of

December 31,2024

As of

December 31, 2023

As of January 1,

(9,396)

(1,970)

1,771

(12,363)

1,545

(Charged) to the income statement (Note 13)

Foreign currency translation differences

1,422

As of December 31,

(9,595)

(9,396)

A breakdown of the movement in deferred tax liabilities during 2024 and 2023, is provided in the tables below:

Depreciation

&amortization

Unremitted

earnings

Deferred tax liabilities

Forex

Other

Total

(In thousands of US$)

As of January 1, 2024

(594)

(178)

(8,157)

(467)

(9,396)

(Charged) to the statement of profit or loss

Foreign currency translation differences

As of December 31, 2024

(83)

--

102

--

96

--

(2,085)

1,771

(1,970)

1,771

(677)

(76)

(8,061)

(1,785)

(9,595)

Depreciation

& Amortization

Unremitted

earnings

Deferred tax liabilities

Forex

Other

Total

(In thousands of US$)

As of January 1, 2023

(532)

(169)

107

(588)

297

113

(8,486)

(324)

653

(2,757)

1,741

549

(12,363)

1,545

1,422

(Charged) to the statement of profit or loss

Foreign currency translation differences

As of December 31, 2023

(594)

(178)

(8,157)

(467)

(9,396)

No deferred tax liability has been recognized in respect of temporary differences associated with investments in

subsidiaries, branches, and associates, where the Group is in a position to control the timing of the reversal of the

temporary differences, and it is probable that such differences will not reverse in the foreseeable future.

Should additional information arise in future periods resulting in differences between the tax base and accounting

base of recorded assets and liabilities in the financial statements as of December 31, 2024, Management will reassess

its estimate in a way that might result in the recognition of deferred taxes related to those assets and liabilities.

Deferred tax liability has been recognized in connection with the gain arising from the discounting effect applied to

the fair value adjustment of the financial liabilities related to Koryolink (Note 11). This provision is made as a

prudent measure against potential future tax assessments by the Egyptian Tax Authority regarding the taxability of

this gain.

18.2 Unrecognized deferred tax assets

The following schedule illustrates the unrecognized deferred tax assets for the group:

As of

December 31,2024

As of

December 31,2023

(In thousands of US$)

Carried forward losses

--

36

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

Notes to the consolidation financial statements as at December 31, 2024

Total

--

Carried forward losses should be utilized within a period of 5-6 years at maximum. The management of the Group

followed a prudent approach and did not recognize a deferred tax asset for unused tax losses as of December 31,

2024, as the management does not expect sufficient taxable results will be generated in the respective countries. The

ability of the Group to settle these tax losses against future taxable profits is not impacted by not recording an asset.

Generally, the Group does not recognize deferred tax assets for temporary differences related to accruals for

provisions, due to uncertainties in connection with the tax treatment of such expenses, as they might be challenged

by local tax authorities.

19. Trade receivables

(In thousands of US$)

As of

December 31, 2024

14,079

As of

December 31, 2023

14,382

Receivable due from government *

Receivables due from telephone operators **

Other trade receivables

7,602

12,364

650

1,500

(18,029)

(23,038)

Allowance for doubtful receivables (ECL)

4,302

5,208

Total

* This balance relates primarily to OT Lebanon resulted from receivables due from “Mobile Interim Company”

S.A.L resulting from the company’s operations.

** This balance relates primarily to Koryolink and originates from the demerger processes carried out in 2010 and

impaired in full.

The remaining receivable balance is mainly related to OT Lebanon receivable balance which still not fully

impaired.

The following table shows the movement in the allowance for doubtful receivables:

As of

December 31, 2024

As of

December 31, 2023

(In thousands of US$)

Opening balance

(23,038)

(24,390)

(3,963)

(43)

Addition (allowances recognized as an expense)

Foreign currency translation differences

Ending balance

5,052

5,315

(18,029)

(23,038)

The following table shows the ageing analysis of trade receivables as of December 31, 2024, and 2023, net of the

relevant allowance for doubtful receivables:

As of

December 31, 2023

Gross Allowance

December 31, 2024

Allowance

Gross

(In thousands of US$)

Not past due

61

73

187

--

1,126

44

--

Past due 0-30 days

Past due 31-120 days

15

Past due 121 - 150 days

--

148

--

Past due more than 150 days

22,010

(18,029)

26,913

(23,038)

Trade receivables

22,331

28,246

(23,038)

(18,029)

The maximum exposure to credit risk at the reporting date is the carrying value of the receivable. The Group does

not hold any collateral as security and the increase mainly relating to the reversal of impairment related receivables

Orascom telecom Lebanon.

20. Other assets

(In thousands of US$)

As of December 31, 2024

As of December 31, 2023

Non-current Current Total

-- 239 239

Non-current

--

Current

Total

193

Prepaid expenses

37

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

Notes to the consolidation financial statements as at December 31, 2024

--

11,566

--

800

Advances to suppliers*

Receivables due from tax authority

Assets from current tax

--

411

27

846

411

27

846

67

40

1,175

(264)

67

40

1,175

(264)

Other non-trade assets

(174)

Allowance for doubtful of current assets

Total

--

12,869

--

2,057

* The balance relates primarily to the advance payment paid by Orascom Investment Holding Company under the

acquisition agreement of Misr entertainment Investment group to Gemini Egypt for Investment Company, “parent

company” amounted to US$ 10M.

(In thousands of US$)

As of December 31, 2024

As of December 31, 2023

Total

264

--

Non-current

Current

264

--

Non-current

Current

265

52

Total

426

52

(161)

(53)

264

Opening Balance

--

161

--

(161)

--

Made during the year

Used during the year

Foreign currency translation differences

Total

--

(90)

174

(90)

174

(53)

264

--

21. Cash and cash equivalents

As of 31 December 2024, the group has net cash position equal to USD 160 million (2023: USD 169 million). The

following table summarises cash balances as at 31 December 2024 and 2023:

As of

December 31, 2024

As of

December 31, 2023

(In thousands of US$)

Bank accounts and gross deposits

Cash on hand

47,530

52

75,279

78

47,582

(1,868)

45,714

113,909

159,623

75,357

(1,774)

73,583

95,911

169,494

Impairment cash and equivalents

Cash and Cash equivalents in the statement of financial position

Cash held in financial assets

Cash and Cash equivalents in the statement of Cash Flows

The Group held cash of US$ 1.3 million in a Lebanese bank as at December 31, 2024 (December 31, 2023: US$

0.552 million). Considering Lebanon's economic and financial crisis represented in hyperinflation, currency

devaluation, and significant restrictions on foreign currency transfers, the Group assessed the recoverability of these

cash balances and accordingly, The Group decided to fully impair the total cash balance.

As of

December 31,

2024

As of

December 31,

2023

(In thousands of US$)

Opening Balance

Formed

Foreign currency translation differences

(1,774)

(892)

798

(1,774)

--

Total

(1,868)

(1,774)

The remaining cash balance represents cash available in Egyptian banks related to Egyptian entities equivalent to

US$ 15M in addition to Victoria group amounted to US$ 31M.

22. Equity attributable to the owners of the Company

38

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

Notes to the consolidation financial statements as at December 31, 2024

i) Share capital

On November 29, 2011, the Company was incorporated with an authorised and issued share capital amounting to EGP

2,203,190,060 million (equivalent to US$ 366,148 thousand at date of transactions) distributed over 5,245,690,620 shares,

each with a nominal value of EGP 0.42.

According to the decision of the Extraordinary General Assembly of Orascom Investment Holding dated October 19, 2020,

and the approval of the General Investment Authority dated November 17, 2020, on demerging the company (refer to note

no. 33), Orascom Investment Holding’s share of the issued capital was EGP 577,025,968 (equivalent to US$ 95,890

thousand) divided on 5,245,690,620 shares with a nominal value of EGP 0.11 per share.

The following table lists the largest shareholders in the Company in addition to the other remaining shares as of December

31, 2024:

% Of ordinary shares

Shareholder

Ordinary shares

having voting right

51.661%

OTMTA (parent company)

Orascom TMT investments S.à.r.l.

Other

2.709.989.320

33.485.965

0.638 %

2.502.215.335

5.245.690.620

47.70%

Total available common shares

100%

ii) Translation reserve

Translation reserve comprises all foreign currency differences arising from the translation of the financial statements of

foreign operations. The translation reserve is a component of equity that reflects the cumulative exchange differences

arising from the translation of foreign currency assets and liabilities of our foreign operations. These differences are

recognized in the translation reserve at the balance sheet date using the closing exchange rate. The translation reserve is

not recognized in profit or loss but is presented as a separate component of equity. Any exchange differences arising on

the disposal of a foreign operation are recognized in profit or loss.

iii) Legal reserve

According to the company's articles of association, 5% of the net profits are set aside to form the legal reserve, and these

amounts may be stopped when the balance of this reserve reaches 50% of the value of the issued capital, and the retainer

process is resumed when the reserve balance falls below this limit, and this reserve can be used to cover losses and can

also be used to increase the company's capital, subject to the approval of the ordinary general assembly of the company's

shareholders. Non-distributable earnings

Retained earnings include an amount of US$ 1.26 million as of December 31,2024 compared to US$ 1.26 million as of December

31,2023, which is not available for distribution representing a legal and special reserves at the subsidiaries level.

iv) Capital management

The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to

sustain future development of the business. Management monitors the return on capital, as well as the level of dividends

to ordinary shareholders.

The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of

borrowing and the advantages and security afforded by a sound capital position.

Management decides to maintain the ratio below 2. The Group’s net debt to equity ratio on 31 December 2024 as follows:

As of

December 31, 2024

39,590

As of

December 31, 2023

67,087

(In thousands of US$)

Total Liabilities*

Cash and Cash Equivalents

Net Cash Surplus

Total Equity

(45,714)

(6,124)

(73,583)

(6,496)

53,353

66,614

Net debt to equity ratio

--

* Intercompany loans “Koryolink” are excluded from total liabilities to fairly present the total value of external

obligations. Furthermore, cash balances that are restricted for the settlement of these specific intercompany loans are

excluded from 'Cash and cash equivalents' and are presented as 'Restricted cash' within financial assets."

The Company's primary strategy for meeting its financial obligations is centered on robust operating cash flow, which

provides the fundamental liquidity for day-to-day operations. This is supplemented by active management of working

39

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

Notes to the consolidation financial statements as at December 31, 2024

capital, ensuring that receivables, inventory, and payables are optimized to support cash requirements. Furthermore, the

Company maintains a balanced capital structure and access to undrawn committed bank lines, providing ample financial

flexibility to manage seasonal fluctuations, invest in growth opportunities, and service all short and long-term debt as it

comes due. Management continuously monitors liquidity positions and believes that these resources are more than

adequate to meet all foreseeable obligations.

23. Borrowings

As of December 31, 2024

As of December 31, 2023

(In thousands of US$)

Loan from North Korea

Bank loans

Current

Non-current

90,499

Total Current

Non-current

70,905

Total

70,905

13,857

18,633

103,395

--

90,499

8,585

--

1,139

2,024

3,163

7,446

796

13,061

Finance lease liability

Total

6,782

8,806

2,590

3,386

16,043

104,727

107,890

100,009

The following table shows the ageing of borrowings:

Due within one

Due between one

and five years

Due beyond five

Total

(In thousands of US$)

Loan from North Korea

Bank loans

Finance lease liability

As of December 31, 2024

year

--

1,139

2,024

3,163

years

--

7,446

6,782

14,228

90,499

--

90,499

8,585

8,806

90,499

107,890

Due within one

Due between one

and five years

70,905

Due beyond five

Total

(In thousands of US$)

Loan from North Korea

Bank loans

Finance lease liability

As of December 31, 2023

year

--

796

2,590

3,386

years

--

6,127

208

70,905

13,857

18,633

103,395

6,934

15,835

93,674

6,335

The following table provides the breakdown of total borrowings by currency of issue:

(In thousands of US$)

Euro

Egyptian Pound

Total

As of December 31, 2024

As of December 31, 2023

90,499

70,905

17,391

32,490

107,890

103,395

The following table illustrates the movements in the borrowings during the year:

As of December

31, 2024

As of December

31, 2023

79,872

(In thousands of US$)

Balance at the beginning of the year

of which:

103,395

Current borrowings

Non-current borrowings

Payments of loans

Payments of operating lease

Proceeds from loans *

Cash from sale & lease back

Proceeds Finance lease liabilities

Interest Expenses

3,386

100,009

(4,125)

(980)

34,854

--

9,163

(1,916)

1,086

1,986

77,886

(91)

--

906

4,854

11,819

9,611

(3,238)

954

Interest Paid

Interest capitalized

Currency transaltion differences

Balance at the end of the year

(33,497)

107,890

(1,293)

103,395

of which:

Current borrowings

Non-current borrowings

i) Bank Loans

3,163

104,727

3,386

100,009

40

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

Notes to the consolidation financial statements as at December 31, 2024

The following table shows a breakdown of bank loans by country:

31 Dec 2024 31 Dec 2023 Original

Nominal

interest rate

Description

Company

Maturity

Security

In US$

71,523

18,976

8,585

In US$

70,905

--

Currency

Euro

EGP

Value

81,707

29,939

230,000

North Korea

Egyptian Banks

Total

OIH

OPE

Dec -27

Dec -29

Oct-28

-

Unsecured

13,857

1% + corridor Unsecured

99,084

84,762

* North Korea (Koryolink)

-

During August 2022, Koryolink decided, at the request of a shareholder in the company, to grant shareholders, without

discrimination, a non-interest loan in accordance with the rules and procedures of local law, according to the percentage of

its contribution to the company's capital. The loan, amounting to approximately 81.7 million euros (equivalent to US$ 85

million as of 31 December 2024), was transferred to the account of Orascom Investment Holding Company in the Republic

of Korea, knowing that all local regulations and laws regarding bank transfers and transactions will be applied to the

mentioned amounts, and Orascom Investment Company will continue to comply with international sanctions resolutions in

this regard.

-

It is worth noting that the loan is interest-free and for a period of 5 years, which can be automatically increased for another

period or periods of 3 years each, and it will be agreed between the company and Koryolink on the method of repayment,

whether in cash or by settlement with other balances between the two companies.

During December 2024, Koryolink Company granted all shareholders additional interest free loan amounted to EUR 30

million (equivalent to US$ 31 million as of 31 December 2024) transferred to Orascom investment holding bank account.

As at 31 December 2024, the outstanding amount of the loan is EUR 111.7 million (USD 116 million), out of which USD

91 million is classified as a long-term loan and the remaining was booked as discounted effect thought profit or loss in the

relevant year.

Loan (Orascom Pyramids Entertainment (OPE)

-

On 30 September 2020, a long-term loan contract was signed between the Bank of the Arab International Banking Company

and Orascom Pyramids for Entertainment Projects (LLC), provided that the Bank of the Arab International Banking

Company grants the company financing in the form of a long-term loan amounting to EGP 230 million equivalent US$7.4

million. This is for the purpose of contributing to the financing of the remaining part of the investment costs of the project

to develop and provide services in the visit area of Giza Pyramids and the adjacent and associated areas according to the

usufruct licensing contract dated December 13, 2018, concluded between the Supreme Council of Antiquities and Orascom

Investment Holding Company, as follows:

-

An amount of EGP 80 million equivalent US$ 1.5 million for the civil works for the restaurant complex and the connection

of utilities. information systems and the accounting system for the project.

-

An amount of EGP 52 million equivalent US$ 1.02 million for the infrastructure works for the information network

An amount of EGP 90 million equivalent US$ 1.8 million for the civil works, renovations and improvements to the visitors’

building, the VIP building “the current student building”, the site of the visit, the organization of the area for the stables

“horses camels - karts” and for the electric vans, the charging station and its maintenance.

-

An amount of EGP 8 million equivalent US$ 0.2 million for the field work of The Nile Pyramids Lounge.

Provided that the company is committed to disbursing in accordance with the above items only with the same values, except

for the items of civil works. The company is allowed to increase it by 10% as a discount on the surpluses of other exchange

items, provided that the use of all items does not exceed the total value of the loan.

ii) Finance lease liabilities

-

Finance Lease Contracts Liabilities:

The Group entered into finance lease transactions between OPE (Orascom pyramids Entertainment) and El Tayer For

Leasing during the year 2022 with a total contractual amount EGP 23M (US$0.4 million) in order to rent 6 electric buses

and 2 charging stations, and the rental value is paid in quarterly instalments for a period of 27 instalments, while giving the

company the right to own these buses and charging stations at the end of the contract period, and the payment of instalments

ends on 30/7/2028, for a specific value.

-

Liabilities from sale and lease back transactions:

During March 2023, the company sold and leased its headquarters to GB for leasing for the amount of 156,594,000 Egyptian

pounds (US$ 3.1 million) and for that the lessor approved to rent owned assets in 2005 – A. Nile City Towers- South Tower

– Floor 26 that of 1304.95 square meter for 5 years starting from March 31, 2023 and ending March 31, 2028. This asset

has been leased for 148,764,300 Egyptian pounds (US$ 2.9 million) and the lessee has the right to buy the leased asset at

the end of the contracted period for 1 Egyptian Pounds, for the lessee to address the buying option for the lessor two months

before the defined period ends and for the selling price at the end of contracted period to be equivalent to the unsettled

current lease prices added to asset fair value at contracted date with 5% early-settlement penalty in accordance with terms

41

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

Notes to the consolidation financial statements as at December 31, 2024

and conditions as follows:

In the case of the lessee chose, as per his right, to buy the asset, the lessor has to propose a final selling contract to the lessee

within a month from the end of contract date as long as the lessee applied all written terms and conditions. And in all cases,

asset ownership cannot be transferred from lessor to lessee unless the lessee fully settles the contracted amount, formed a

written contract between the two parties moreover the lessee is obliged to pay all expenses, taxes, customs and any other

related payments of the selling contract.

During March 2024, the company requested to settle the amount of loan, penalties related to early-payments and the

company transferred the amount in full including the early-payment penalties dated March 13, 2024, and is currently

working towards signing the liability’s settlement.

-

Operating Lease Contracts Liabilities:

During 2018, ana agreement has been made at The Pyramids area in giza with the amount of 20 million Egyptian pounds

(US$ 0.4 million) with annual 10% increase starting from actual operating date or 50% of net profits, which ever is higher.

The subsidiary was given a grace period to finalize its developments in the ancient area for the Egyptian government is

committed to finalize some issue in the ancient area for then the subsidiary can actually begin operating. The actual start

date of the lease contract is within the last quarter of year 2023. According to the governmental parties responsible for the

project, company’s management has approved to pay the minimum limit for the financial year starting July 1, 2022 and

ending June 30, 2023.

The following table the amount of finance lease liabilties as of December 31, 2024:

31 Dec 2024 31 Dec 2023

Original

currency

EGP

Description

Company

In US$

343

In US$

612

Finance lease liabilities

Sale & Lease back

Operating lease liability

Total

OPE

OIH

OPE

--

4,814

13,207

18,633

EGP

8,463

8,806

EGP

24. Provisions

As of December As of December

31, 2024 31, 2023

7,280 8,702

(In thousands of US$)

Opening balance

Allocation

Reversal

Utilisation

1,956

(286)

--

1,487

--

(302)

(2,607)

Foreign currency translation differences

(3,249)

Ending balance

5,701

7,280

Provisions are related to expected claims resulting from the Group companies’ ordinary course of business. The required

information about these provisions were not disclosed, according to the related IFRSs Accounting standards, because

the management of the Group believes that doing so, will strongly affect the final settlement of these provisions for

claims.

25. Trade payables and other liabilities

As of December 31, 2024

Non-

As of December 31, 2023

Non-

(In thousands of US$)

Current

current

Total

Current

current

Total

Trade payables

Trade payables due to suppliers

Customers credit balance

Other trade payables

284

111

683

--

284

111

683

9,812

220

--

9,812

220

724

Total

1,078

--

1,078

10,756

--

10,756

Other liabilities

3

994

6

994

6

Prepaid traffic & deferred income

Due to local authorities

Personnel payables

--

333

103

63

103

63

284

Subscriber deposits

Other credit balances *

3,202

3,825

3,202

3,825

3,671

4,837

3,671

4,837

Total other liabilities

42

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

Notes to the consolidation financial statements as at December 31, 2024

Total

4,903

--

4,903

15,593

--

15,593

* Other credit balances include employee benefits managed by OIH under the Management Agreement with the Ministry of

Telecommunications. OIH oversees MIC1 SAL on behalf of the Republic of Lebanon, the owner of both mobile network

operators.

Orascom Telecom Lebanon SAL (OTL) is created to manage the personnel of MIC, as employer, yet all personnel costs are

charged to and reimbursed by the Lebanese Government as per the term of the management agreement. The amount which is

included in the other credit balances – current as of December 31, 2024, is US$ 0.264 million (2023 US$ 0.262 million) and

regarding to the remaining amount of other credit balance is comprised of accrued bonuses and other payable towards

governments by US$ 1,713million and US$ 1,225 million, respectively.

26. Earnings / (Losses) per share --- (Basic & Diluted)

- Basic (losses) / earnings per share is calculated by dividing the profit attributable to equity holders of the Company

by the weighted average number of ordinary shares outstanding during the year. For the purposes of the (losses) /

earnings per share calculation, it has been assumed that the number of issued shares at the date of incorporation

(5,245,690 thousand) had been outstanding during the year.

- Diluted (losses) / earnings per share is calculated by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of all dilutive potential ordinary shares. During the period covered by the report,

the Company did not have any dilutive potential ordinary shares and as such diluted and basic (losses) / earnings

per share from continuing operations and from discontinued operations are equal.

Earnings / (Losses) per share from Continuing operation attributable to equity holders

Basic and diluted (in US$)

For the year ended

December 31, 2024

(6,711)

For the year ended

December 31, 2023

(48,711)

(In thousands of US$)

(loss) from continuing operations

Weighted average number of shares (in thousands of shares)

5.245.691

(Losses) / Earnings per share – basic and diluted (in US$)

27. Share based Payment

(0.001)

(0.0093)

On June 25, 2023, Orascom Investment Holding S.A.E. (the “Company”) entered a strategic partnership with

Caxton Holding LLC (the “Founders SPV”), a limited liability company established in the United Arab Emirates a

company founded to revolutionize light electric mobility through battery-swapping technology and a fully

integrated digital platform. The objective of the partnership is to drive a major transformation in the transportation

sector within Egypt and across regional markets in the Middle East and Africa. As part of the investment structure,

the Company established BluEV Holding Limited (the “HoldCo”), with an injection of an initial investment

amount of $3 million. As a result, the Company hold 98% interests in HoldCo, while the remaining 2% is held by

Caxton Holding LLC (the “Founders SPV”),

Caxton Holding LLC (the “Founders SPV”) is entitled to acquire a share of BluEV Holding Limited (the

“HoldCo”)'s total capital in the form of (Eligible Shares) in equal instalments expiring in 2029. They are also

entitled to acquire a share of the Company's capital in the form of (Call Option Shares) to be vested in instalments

expiring in 2027 and exercisable until December 31, 2031.

In addition, they are entitled to purchase a share of Blue EV Holding Limited's capital, which matures on

December 31, 2029, for a purchase price calculated as the higher of the Par Value and the fair market value of

HoldCo at the time of exercise of the option (the “Earn-Out Shares”).The Company granted the rights to Founders

SPV, which vest on condition of the achievement of defined technical, commercial, operation and financial targets

as well as the founders’ continued service in HoldCo.

The fair value of the Vesting Shares, for accounting purposes was measured at the grant date by discounting the

projected equity value (including the capital injections) forward to each tranche’s specific vesting year.

The fair value of the Vesting Shares of $3 million, for accounting purposes was measured at the grant date as is

calculated based on the fair value of the company

The fair value of the Call Options Shares for accounting purposes was measured at the grant date using a Monte

Carlo Simulation model where capital injections were assumed as certain and reflected in the adjusted equity

values and strike prices. The volatility, equal to 48.2%, was estimated using unlevered asset volatilities from

43

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

Notes to the consolidation financial statements as at December 31, 2024

comparable public companies.

For the year ended December 31, 2024, the Group recognized $0.2 million equivalent to EGP 9 million as share-

based payment compensation expense (which is based on the rights expected to vest) and an offsetting increase to

non-controlling interests’ equity in relation to the Vesting Shares and Call Options Shares.]

On December 31, 2024, unrecognized compensation expenses amounted to $1.1 million and is expected to be

recognized over the remaining vesting period through 2029.

The Earn-Out Shared for accounting purposes does not contain a share-based payment.

28. Discontinued operations

For the year

ended December ended December

For the year

(In thousands of US$)

31, 2024

31, 2023

(500)

9,413

521

Loss on disposal of TWA

Disposal of floors in Brazil

Mena Cable

(27-1)

(27-2)

(27-3)

--

Profit/(Loss) (net of income tax)

9,434

27-1 Discontinued operations result from TWA:

During 2021 the Company has announced the sale of all shares of TWA, Orascom Investment Holding owns 51% of

total TWA and the sale transaction is completed on 21 January 2022 and the share of Orascom Investment Holding

amounted about US$ 35.5 million and the shares ownership has been transferred on that date mentioned above.

During the year 2023, the final selling price has been agreed to be around 35 million US$ and according to this

adjustment, Orascom Investment Holding settled around US$ 500 thousands as adjustments to the transaction of

subsidiary’s selling.

27-2 Discontinued operations result from Sale of 1.5 Floor in Brazil:

During May 2023, the group announced about an acquisition offer received regarding its owned assets in Brazil of

which the Board of Directors approved to hire an independent financial consultant, to report a study related to the

equivalent price of the assets and that in accordance with the requirements of article (43) from rules for listing and

delisting securities on the stock exchange.

During September 2023 and for securing the selling transaction, the company established two subsidiaries in Brazil

and the ownership of the investment property has been transferred to the two companies with the amount totaling

to 87.5 million BRL equivalent to around 539 million Egyptian pounds (after deduction of due taxes).

The Group disposed the remaining 1.5 floors equivalent to 6 offices to a third party for a value of BRL 87,5 Million

equivalent in US$ 17,575 Thousands, as per the sale agreement executed Note (16).

And Management considers this disposal price as an approximation of fair value as follows:

Year ended

December 31,

2024

Year ended

December 31,

2023

(In Thousands of US$)

Cash Proceed resulted from disposal of 1.5 Floor

NBV of investment property

--

18,075

(7,079)

10,996

(32)

Total Gain resulted from disposal

Expenses incurred associated to Sales process

Rental income recognized before sale

Profit before tax

853

11,817

(2,404)

9,413

Income Tax

Group net Profit after tax

27-3 Discontinued operations result from Mena cable:

44

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

Notes to the consolidation financial statements as at December 31, 2024

In 2023, the Group received EGP 16 million (US$ 521 thousand) which represents the total balance due to Orascom

investments holding and its subsidiaries from Mena cable company regarding the technical malfunction of Mena

Submarine Cable System and Transferring 100% of Group shares in MENA Cable to the Egyptian International

Submarine Cables Company.

29. Commitments

The commitments as of December 31, 2024, and December 31, 2023, are provided in the table below:

Year

Year ended December

31, 2024

ended

December

31, 2023

499

(In thousands of US$)

Purchase of property and equipment *

Total

10,573

499

* Capital commitments related mainly to the operating contracts between the group and construction companies

responsible for development of the Pyramids site “OPE” and Sound & light project “OSL”

OIH (Egypt) Group has also provided guarantees and letters of credit in the ordinary course of business.

Guarantees include the following at the level of OIH (Egypt) Group:

-

A letter of guarantee of EGP 20 million (USD 400 thousand) in favor of the SAIB from Orascom Pyramids for

Entertainment

A letter of credit of EGP 125 million (USD 2.5 million) in favor of the National Bank of Egypt from Orascom

Investment Holding Company

During the month of October 2021, OIH (Egypt) Group sold the floors owned by it in the State of Brazil through

one of its subsidiaries, Victoire BV Holding Company, for a total amount of USD 76.5 million.

The contract stipulates the guarantee of OIH S.A.E. For the seller to obtain a fixed annual return for a period of

24 months from the date of selling the above-mentioned floors, with a total amount of USD 847 thousand,

whereby OIH S.A.E. will transfer the difference to the return to the seller in the event that the fixed return

stipulated in the contract is not reached. The company has agreed with the seller to open an escrow account

for the full amount previously mentioned. The guarantee period regarding the annual return terminated in

October 2023, and the total amount paid is BRL 436 thousand (USD 90 thousand). The sales contract also

stipulates a guarantee for the payment of any amounts resulting from cases brought due to real estate taxes on

floors. There are tax disputes in Brazil with Inca Re 2 and Inca Re 19 companies, and no judgment was issued

towards, for which provision was booked as at 31 December 2023.

30. Related party transactions and balances

Ultimate undertaking parent the transactions with related parties include but not limited to those associated

companies, key personnel, associates, affiliates. Transactions with, associates, affiliate, and other related parties

with the Group throughout the year are not considered atypical or unusual, as they fall within the Group’s normal

course of business.

The main related party transactions and balances, other than those already disclosed in this consolidated financial

statement, resulted from these transactions are summarised as follows:

(In thousands of US$)

Year ended December 31, 2024

Year ended December 31, 2023

Exp paid on behalf

of related party

Investment

expenditure

Exp paid on behalf

of related party

Investment

expenditure

OIH

CHEO Technology JV – associate

98

--

221

--

(In thousands of US$)

Year ended December 31, 2024

Year ended December 31, 2023

Receivables

Payables

Receivables

Payables

OIH

CHEO Technology JV – associate

Gemini for Investment

--

9,984

--

8,093

* Balances receivables from CHEO Technology JV are fully impaired. Furthermore, the Group did not offset

balances receivables against the payables relating to CHEO, due to the Group not intending to settle the recognized

amounts on a net basis or to realize the asset settle the liability simultaneously.

Key management compensation

45

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

Notes to the consolidation financial statements as at December 31, 2024

.

Key management includes executive and non-executive directors, the chief financial officer and other managing

directors considered key personnel.

The compensation paid or payable to key management for employee services amounted to US$ 1.3million and,

US$ 1,6 million, respectively for the years ended December 31, 2024, and December 31, 2023.

31. Contingent assets and liabilities

The contingent liabilities, are represented in guarantees issued by the holding company and related to the activities of its

subsidiaries, as follows:

Orascom Pyramids for Entertainment Projects

There are letters of guarantee equivalent to US$ 0,646 million in favour of the Bank of the International Arab

Banking Company.

Orascom Investment Holding Company

There is letter of credit equivalent to US$ 2.4 million in favour of the National Bank.

32. Subsequent events

•

On June 18, 2025, the Board of Directors unanimously approved the company’s implementation of a treasury

stock purchase program with a maximum number of (524,569,062) local shares (only five hundred and twenty-

four million, five hundred and sixty-nine thousand and sixty-two local shares), which represents a maximum

percentage of 10% of the total issued capital shares of the company traded on the Egyptian Stock Exchange,

amounting to 5,245,690,620 shares, according to the market price on the date of implementation, provided that

these shares are purchased from the open market and through the company’s own financial resources, in

accordance with the rules stipulated in the decision of the Board of Directors of the Financial Regulatory

Authority No. 210 of 2023.

.

Orascom Investment Holding's subsidiary, OSL for Entertainment Projects, has entered medium-term financing

agreement with Commercial International Bank (CIB) the main financial collateral was provided as the following:

•

Agreement: A nine-year, medium-term financing deal with Commercial International Bank (CIB),

signed in July 2025.

•

Parties: OSL for Entertainment Projects (a subsidiary of Orascom Investment Holding) and CIB.

Funding Breakdown:

o

Loan: US$ 9.146 million .

Loan: EGP 364.8 million (equivalent to US$ 11.81)

Letters of Guarantee: EGP 36 million (equivalent to US$ 1.2) and USD 1.5 million

•

Purpose: To fund the development of the sound and light shows and a new exhibition area at the

Pyramids and Sphinx.

46

ORASCOM INVESTMENT HOLDING S.A.E.

APPENDIX A – SUBSIDIARIES AND INVESTMENT IN EQUITY-ACCOUNTED INVESTEES AS OF DECEMBER 31, 2024

Entity name

Proportion of

ordinary

shares held by

the Company

(%)

Proportion

of ordinary

shares held by the non-controlling

by OIH

Group (%)

Proportion of

ordinary shares held

Country of

incorporation

and place of

business

Investment

type

Segment

Nature of business

interest / other

shareholders (%)

Media and Technology

Management services

Other

Egypt

Oracap Holding Co. (Free zone)

Oracap Far East Ltd

Orascom Telecom Lebanon

OIH-Renewables

Other

100%

0.00%

0.20%

0.00%

0.01%

Subsidiary

Malta

Other

Lebanon

Luxembourg

North Korea

Netherlands

Brazil

Management services

Other

99,8%

100%

Other

Osorcon

Other

100%

Investment Property

Energy

Victoire coop Investment Holding

Victoire BV

Investment Property

Energy

100.00%

99,2%

100.00%

99,99%

INCA 9 (Brazil)

Brazil

INCA 19 (Brazil)

Egypt

O Capital for energy

Energy

Egypt

UAE

O Capital for services and construction

Orascom Telecom Venture co. “S.A.E”

BlueEV Holding

Energy

99,2%

99,99%

98%

99,99%

98%

0.01%

2%

Subsidiary

Media and Technology

Other

Electric Vehicles

Entertainment

Egypt

Orascom Pyramids Entertainment “S.A.E”

100%

0.00%

Entertainment

Egypt

Orascom Prisme Pyramides Entertainment “S.A.E”

Entertainment

70%

30%

Subsidiary

Entertainment

Egypt

Orascom Pyramids for Touristic Establishment

CHEO Technology JV Company

Entertainment

100%

60%

100%

60%

0.00%

Subsidiary

Associate

GSM North Korea

North Korea

Telecommunication operator

40.00%

47