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9M 2014 Results 25 November 2014

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Page 1: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

9M 2014 Results

25 November 2014

Page 2: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

2

9M 2014 Highlights & Market update Page 3

Strategy update & Financial review Page 5

Business segments Page 14

Outlook 2014 Page 22

Agenda

Page 3: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Key messages from ODH 9M 2014 results

Positive 9M14 net profit of CHF 36.4 mn compared to CHF (75.8) mn in 9M13 with 3Q14 witnessing astrong performance boost across the operating segments.

The Hotels segment showed a significant rebound during the 3Q14, with average occupancy rates reaching63% compared to only 40% in 3Q13.

Strong sales in El Gouna and Montenegro during the summer months, with a bulk deal closed in SalalahBeach.

Capitalizing on the value of our land bank; entered into a real estate agreement with a third-party investorto sub-develop a piece of land in El-Gouna

On track with our cost savings initiatives, achieved CHF 30 mn of overhead savings

Recovery of the Egyptian economy and increased demand on investment opportunities in Egypt

Management’s key focus will be on selective monetization transactions, using the proceeds to supportoperational growth and deleverage OHD; the Egyptian subsidiary’s balance sheet

Page 4: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

4

9M 2014 Highlights & Market update Page 3

Strategy update & Financial review Page 5

Business segments Page 14

Outlook 2014 Page 22

Agenda

Page 5: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

5

Cost savings

Achieved CHF 30 mn in overhead savings through 9M14 compared to cost base FY2012

Carve-out of OHC reduced quarterly cost run rate by c. CHF 2.2 mn, reduction of labor by about 2,500 FTE

Closer to reaching the communicated cost saving target of CHF 50 million.

Boost revenues from ongoing

operations

Debt reduction & restructuring

Succeeded in rescheduling The Group’s Egyptian subsidiary’s (OHD) bank commitments for FY 2014

Management’s key focus is now on selective monetization, using the proceeds to support operational growthand deleverage OHD’s balance sheet

Revenues of CHF 184.6 mn, (+12.1% y/y), Net profit of CHF 36.4 mn compared to CHF (75.8) mn in 9M13 andAdjusted EBITDA of CHF 24.9mn compared to CHF (4.9)mn in 9M13

Real Estate sales of CHF 55 mn fuelled by continued good momentum in El Gouna increased by (+22% y/y) andin Montenegro (+37% y/y), in addition to the successful closing of a bulk deal sale (37 units, CHF 8.9 million) inSalalah Beach

Hotel Performance recovered dramatically post the lift of travel bans on Egypt, witnessing a 136% increase inthe Segment’s adjusted EBITDA in 3Q14 vs. 3Q13

Successfully entered into a real estate agreement with a third-party investor to sub-develop a piece of land inEl-Gouna. Red Sea Construction Company; the Group’s affiliate will construct the project. This contributedpositively to the topline growth (CHF 11.5 million).

Focus on value-adding

investments

First positive impact from OHC deconsolidation in 3Q14

Received the Prime Minister of Mauritius approval on CMAR transaction, closing expected by year end.

9M Results: In Line With Our Strategy Execution

Page 6: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

6

Closer to achieving the CHF 50 mn cost savings target

Achieved CHF 30 mn in overheads savings through 9M 14 compared to cost base 9M 12.

Savings of CHF 30 mn

104.993.6

74.5

Total overhead expenditures

9M 2012 9M 2013 9M 2014

Commentary

Total overhead expenditures: includes salaries, marketing expenses, consultancy fees & property rents etc…

First positive effect of CHF 2.2 mn in 3Q14 from deconsolidation of OHC (budget housing + construction activities in Egypt).

All figures in CHF mn

Page 7: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

7

Income Statement

(CHF mn) 3Q 14 3Q 13 9M 14 9M 13

Revenue 64.0 46.3 184.6 164.7

Cost of sales (45.6) (43.6) (149.9) (156.9)

Gross profit 18.4 2.7 34.7 7.8

Gross profit margin 28.8% 5.8% 18.8% 4.7%

Investment income 0.6 1.9 2.4 4.2

Other gains and losses 10.2 (2.3) 64.4 (11.3)

Administrative expenses (10.3) (18.4) (29.6) (44.0)

Finance costs (8.2) (6.7) (22.8) (15.0)

Share of gains / (losses) of associates

(3.9) (2.5) (6.7) (4.5)

Profit / (loss) before tax 6.8 (25.3) 42.4 (62.8)

Income tax expense (2.0) (2.4) (7.6) (8.6)

Discontinued operations - - - (7.0)

Non-controlling interests 0.1 (0.03) 1.6 2.6

Net profit / (loss) attributable to ODH shareholders

4.9 (27.7) 36.4 (75.8)

Basic EPS (CHF) 0.17 (0.97) 1.28 (2.66)

Notes

Revenues increased by 12.1% y/y mainly due to increased RE deliveries in Egypt during 1H and the sale & development agreement in El Gouna in 3Q

Gross profit margin increased due to higher RE & Land margins coupled with the materialization of our cost savings initiatives

Increase of Other gains and losses was mainly driven by:- Gains from amounts under settlement with Falcon of

CHF 52.6 mn- Net foreign exchange gains of CHF 3.0 mn- Other gains of CHF 12.2 mn

Admin Exp decreased by 32.7%

Increase in finance costs driven by lower capitalization

The increase in the share of loss in associates was due to losses incurred in ASA and OHC.

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Page 8: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

88

Adjusted EBITDA bridge

1 Others include deferred tax , FX gains, capitalized financing costs, share in associates & non-controlling interest

36.4

-6.6

24.9

4.0

18.20.8

-66.0

26.7

4.8

-60.0

-50.0

-40.0

-30.0

-20.0

-10.0

0.0

10.0

20.0

30.0

40.0

Net ProfitProvisions & Impairments

D&A Others 1 Other Gains Cash Deficit

Current taxes Adj. EBITDAInterest

Adj. EBITDA reached CHF 24.9 mn compared to 9M 2013: CHF (4.9) mn signaling improved operational performance

Other gains and losses mainly included:- Gain from amounts under settlement with Falcon of CHF 52.6 mn- Net foreign exchange gains of CHF 3.0 mn- Other gains of CHF 12.2 mn

Page 9: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

9

Balance sheet

(CHF mn) 30.09.14 31.12.13

Property, plant and equipment 822.6 767.0

Inventories 307.6 357.3

Receivables 155.1 84.8

Cash and bank balances 59.6 73.3

Investments in associates 113.0 103.6

Other assets 206.4 136.9

Non-current assets held for sale 72.3 149.8

Total assets 1,736.6 1,672.7

Borrowings 489.7 408.6

Payables 51.8 55.8

Provisions 85.5 95.6

Other liabilities 263.9 271.5

Liabilities related to assets held for sale 23.9 79.4

Total liabilities 914.8 910.9

Non-controlling interests 224.0 219.0

Equity attributable to ODH shareholders 597.8 542.8

Total liabilities and equity 1,736.6 1,672.7

Notes

Total Assets increased by CHF 63.9 mn mainly due to the addition of the dues from Falcon post the settlement agreement and FX gains

The investment in associates includes: - ASA (CHF 93.6 mn) , 49% stake Jordan Company for

Projects and Touristic Development (JPTD (CHF 4.7 mn),15.6% stake

- OHC (CHF 14.7 mn) 35.3% stake

Receivables increased significantly due to reclassification of Tamweel (CHF 53.1 mn) and increase in operating activities

Assets held for sale includes CMAR (Mauritius) (CHF 72.3 million) & has decreased as a result of the reclassification of Tamweel back as a subsidiary

Total borrowings increased by CHF 81.2 mn, mainly due to: - Reclassification of Tamweel (CHF 57.6 mn)- The drawdown of two loans in Oman and Egypt (CHF

29.9 mn)- Capitalization of interest (CHF 14.4 mn)

Provisions decreased mainly due to - Disposal of OHC & its subsidiaries - Reversal of provisions related to Falcon deal settlement

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Page 10: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Cash Flow statement

(CHF mn) 9M 14 9M 13

Cash from operations (6.0) (21.4)

Interest paid (12.2) (29.3)

Taxes paid (3.6) (4.8)

Operating Cash Flow (21.8) (55.5)

Payments for PP&E (23.8) (35.5)

Other items (3.9) 17.5

Investing Cash Flow (27.7) (18.0)

Change in Borrowings 22.4 28.8

Other items 5.2 5.6

Financing Cash Flow 27.6 34.4

Net change in cash/equivalents (21.9) (39.1)

Cash and bank balances beginning of period 81.3 101.7

Effects of FX changes 2.1 (3.0)

Cash and bank balances end of period 61.5 59.6

o/w: Cash and bank balances related to assets held for sale

1.9 6.1

o/w: Cash and bank balances as shown on balance sheet

59.6 53.5

Notes

Significant improvement in cash flow from operation:- Enhanced operations- Rescheduling of interest payments for the period - Reclassification of ASA in Q2 2013

A. Payments for PP&E decreased by (CHF 11.7 mn) due to :

- The decrease in construction activity in Egypt - Deconsolidation of ASA B. Most of the period’s CAPEX was related to

Montenegro and Oman

Change in Borrowings (CHF 6.4 mn) mainly as a result of: (-) Disposal of ASA’s borrowings (+) Funding received from Oman International Bank to

Taqah for Hotels; used in the construction of Rotanahotel in Salalah Beach

(+) Funding received from the Chairman’s commitments

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Page 11: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Key debt metrics

0

20

40

60

80

100

120

140

160

2014 2015 2016 2017 2018 2019 2020 2021 2022

30.09.14 31.12.13

Equity ratio (%) 47.3 45.5

Weighted average cost of debt (%) 7.9 8.2

603.9 606.3497.9 452.8 457.7 465.0 454.0 489.7

33.1

23.9 22.4 22.4 20.7 20.6 19.1

.0

100.0

200.0

300.0

400.0

500.0

600.0

700.0

FY 12 1Q 13 2Q 13 3Q 13 FY 13 1Q 14 2Q14 3Q14

ODH Disposal groups

1 Total outstanding debt of existing loans ending at each corresponding year2 Tamweel debt was added back retrospectively in all quarters after its reclassification for comparison purposes

Total debt development 2

CHF mn

Advanced discussions with banks to reschedule all principals until April 2015

Debt maturity profile 1

CHF mn, as of 30.09.14 Comments

On track with the rescheduling discussions, mostcommitments that were due in 9M 2014 on OrascomHotels and Development, our Egyptian Subsidiarywere rescheduled – pushed back.

CHF 20.5 mn of the increase in Total Debt in 9M 14,compared to FY 13 is attributed to FX losses. Otherincreases include capitalized interest and withdrawalof a loan in Oman.

ODH maintains relationship with 23 internationalbanks located in Egypt, Jordan, UAE, Oman &Mauritius

Page 12: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Financing profile

Collateralization profilein %, as of 30.09.14

Interest rate structurein %, as of 30.09.14

Hotels51%

Shares18%

Others14%

Nil17%

Secured83%

Unsecured17%

41%

38%

8%

9%

4%USD

EGP

EUR

OMR

Other

Interest payments by currency in %, as of 30.09.14

Total debt by currency in %, as of 30.09.14

Fixed27%

Variable73%

Weighted average fixed interest rate: 9.22%

Weighted average variable interest rate: 6.99%

58%

10%

13%

19% EGP

USD

EUR

Other

Page 13: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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9M 2014 Highlights & Market update Page 3

Strategy update & Financial review Page 5

Business segments Page 14

Outlook 2014 Page 22

Agenda

Page 14: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Business Segments 9M 2014

Revenue Adjusted EBITDA *

(CHF mn) 9M 14 9M 13 Δ in % 9M 14 9M 13

Hotels 78.9 96.5 (18%) 8.9 21.1

Real Estate & Construction 60.9 32.5 87% 19.1 (5.6)

Land 12.0 0.5 2300% 11.5 1.1

Destination Management 9.6 11.3 (15%) (0.7) (1.2)

Other Operations 23.2 23.9 (3%) 6.9 6.3

Corporate & Unallocated Items 0 0 0% (20.8) (26.6)

ODH Group 184.6 164.7 12.1% 24.9 (4.9)

* Adjusted EBITDA: EBITDA adjusted for non cash items (which includes provisions & impairments, other gains and losses, FX gains, capitalized finance

costs & share in associates)

Page 15: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Real Estate KPIs 9M 2014

Value of contracted units (CHF mn)

Number of contracted units

Average Selling Price (CHF/m2)

Country Destination 9M 14 9M 13 9M 14 9M 13 9M 14 9M 13

Egypt El Gouna 25.1 20.6 59 44 2,352 2,791

Fayoum - 0.08 - 1 - 288

Haram City 6.7 3.6 452 185 258 310

Makadi 2.2 1.4 46 36 583 575

Oman Jebel Sifah 2.4 4.1 4 9 2,808 2,463

Salalah Beach 9.1 2.7 37 7 3,937 2,000

U.A.E The Cove - - - - - -

Montenegro Luštica Bay 16.2 11.8 29 29 4,262 4,408

Morocco Chbika - 0.10 - 1 - 1,501

ODH Group 61.7 44.3 627 312 1,281 1,588

ODH ex Budget Housing 55.0 40.7 175 127 2,564 2,561

Numbers net of cancellations:

ODH Group 53.3 28.3 591 259

ODH ex Budget Housing 46.6 24.6 139 74

Page 16: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Real Estate inventory development

Commentary

All numbers have been adjusted to exclude the budget housing segment for comparison purposes.

Inventory decreased by 13.0% to reach CHF 70mn (FY 2013: CHF 80mn), on the back of accelerated delivery of real estateunits in Egypt (El Gouna, Ancient Sands and Makadi).

Sold WIP decreased from CHF 47mn in FY 2013 to CHF 37mn in 9M 2014 as a result of increased deliveries in Egypt whichalone contributed by 72% of this decline.

Real estate inventory by destinationCHF mn

Real Estate inventory by categoryCHF mn as of 30.09.2014

30 16 18

39

43 35

7

13

4

15 4

31.12.2013 30.09.2013 30.09.2014

Egypt Oman Montenegro Other countries

80 74 70

4

20

13

-

11

5

4

2

11

Egypt Oman Montenegro Other countries

Sold WIP Non- Sold Completed Non- Sold WIP

36

17

Page 17: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Hotels summary

Commentary

An overall positive performance of the Hotel’s sector with a flow-through of 53% across all hotels and 79% at El Gouna Hotels

Although average room rate (ARR) declined by 15%, we had a 31% increase in TRevPAR due to application of a dynamicpricing mechanism that ensured best pricing for available rooms at the time of sale

Hotels 3Q 14 3Q 13 Change 9M 14 9M 13 Change

Occupancy rate (%) 63 40 23 Ppt 49 52 (3) Ppt

ARR (CHF) 49 58 (15) % 51 58 (12) %

TRevPar (CHF) 52 40 31 % 43 53 (19) %

Revenues (CHF mn) 30.2 24.5 CHF 5.7 mn 78.9 96.5 CHF (17.6)mn

Adjusted EBITDA (CHF mn) 5.2 2.2 CHF 3.0 mn 8.9 21.1 CHF (12.2)mn

3Q 2014 marks a successful shift of the Hotel Segment with an increase of 136% in adj. EBITDA (Q-o-Q),Despite the continued shut down of 48% of Taba Heights inventory post the floods in May

Page 18: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Number of hotel rooms

Occupancy rate (%)

ARR (CHF)

TRevPar (CHF)

Country Destination 9M 14 9M 13 9M 14 9M 13 9M 14 9M 13 9M 14 9M 13

Egypt El Gouna 2,707 2,707 59 57 49 52 45 50

Taba Heights 2,365 2,365 29 44 25 47 17 41

Others Red Sea 1,117 830 55 49 19 30 25 30

Floating Hotels 27 27 3 9 410 684 20 86

Oman Jebel Sifah 79 79 27 26 112 116 67 77

Salalah Beach 481 82 44 36 150 139 100 82

U.A.E The Cove 346 346 75 77 147 155 188 206

Jordan Tala Bay 260 260 49 51 62 61 46 48

ODH Group 7,382 6,696 49 52 51 58 43 53

Hotel KPIs 9M 2014

Page 19: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Number of hotel rooms

Occupancy rate (%)

ARR (CHF)

TRevPar (CHF)

Country Destination 3Q 14 3Q 13 3Q 14 3Q 13 3Q 14 3Q 13 3Q 14 3Q 13

Egypt El Gouna 2,707 2,707 67 46 50 48 52 37

Taba Heights 2,365 2,365 57 32 23 51 30 30

Others Red Sea 1,117 830 77 30 20 32 36 18

Floating Hotels 27 27 3 1 418 246 20 4

Oman Jebel Sifah 79 79 27 33 123 124 53 51

Salalah Beach 481 82 38 52 212 165 115 131

U.A.E The Cove 346 346 70 67 127 143 155 163

Jordan Tala Bay 260 260 43 58 66 57 42 53

ODH Group 7,382 6,696 63 40 49 58 53 40

Hotel KPIs 3Q 2014

Page 20: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Hotels performance update and outlook

Major European countries relaxed their travel bans on Egypt early August leading to the activation of severalcommitment deals signed favor El Gouna and Taba Heights

Salalah Rotana, Oman operating at full capacity (399 rooms vs. 135) starting July 2014

Diversified risk by increasing reliance on direct consumer sales. Online sales and direct bookings revenuegrew by 57% in 3Q 2014 (Q-o-Q) representing 37% of El Gouna self-managed hotels’ business

Club Med Sinai Bay set to reopen at full capacity late December 2014

Progressing with the construction works of Al Fanar Hotel in Salalah, Oman and The Cove Extension in RAK,UAE

Full re-opening of three of Taba Heights Hotels (58% of Taba Heights inventory) and occupancy hitting 57% in3Q 2014

Page 21: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

21

9M 2014 Highlights & Market update Page 3

Strategy update & Financial review Page 5

Business segments Page 14

Outlook 2014 Page 22

Agenda

Page 22: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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Outlook 2014

4Q 2014 promises further progress with the Hotel Segment’s performance. The preliminary occupancy readings in

El Gouna are above 67% for October and November; whereas in December records have already hit the 40s

The Prime Minister of Mauritius approved, in principle, the sale of CMAR which is expected to close before year-end.

In September 2014, Orascom Hotels and Development, The Group’s Egyptian subsidiary successfully entered into a

real estate agreement with a third-party investor to develop and construct a piece of land in El-Gouna which

contributed positively to topline growth (CHF 11.5 million)

Based on the recovery of the Egyptian economy and the increased demand on the investment opportunities in

Egypt, The Group is evaluating the sale of 10-15% of its Egyptian subsidiary; Orascom Hotels and Development

(OHD) in order to reactivate its trading on the Egyptian Stock Exchange. The proceeds of the sale, if conducted, shall

be re-injected into OHD to support its ongoing operations and deleverage its balance sheet

Page 23: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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IR dashboard

Date Agenda item

14 Apr 2015 Full-Year 2014 Results

23 Apr 2015 Full Year 2014 Annual Report

18 May 2015 7th Annual General Meeting

21 May 2015 First Quarter 2015 Results

20 Aug 2015 First Half 2015 Results

19 Nov 2015 Nine Months 2015 Results

Corporate Calendar

Investor Relations contact

Sara El Gawahergy

Director Investor Relations

Phone EGY: +20 (0)22 461 89 61

Phone CH: +41 (0)41 874 17 11

E-Mail: [email protected]

Page 24: 9M 2014 Results - Orascom Development Holding AG · Advanced discussions with banks to reschedule all principals until April 2015 Debt maturity profile1 CHF mn, as of 30.09.14 Comments

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THESE MATERIALS ARE BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION AND ARE STRICTLY CONFIDENTIAL AND MUST NOT BE REPRODUCED, DISCLOSED OR FURTHER DISTRIBUTEDTO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.

IN PARTICULAR, NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES") OR TO U.S.PERSONS OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS. NEITHER THIS DOCUMENT NOR ANY PART OR COPY OF IT MAY BE TAKEN OR TRANSMITTEDINTO, OR DISTRIBUTED OR REDISTRIBUTED, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA OR JAPAN, OR TO ANY RESIDENT THEREOF.

ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF UNITED STATES, AUSTRALIAN, CANADIAN OR JAPANESE SECURITIES LAWS. THE DISTRIBUTION OF THISDOCUMENT IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW, AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE,ANY SUCH RESTRICTIONS.

THIS DOCUMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION INWHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. THE SECURITIES OF OD HOLDING HAVE NOTBEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFITOF “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATIONUNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. OD HOLDING NOR ITS SHAREHOLDERS INTEND TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR CONDUCT APUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

THIS DOCUMENT IS DIRECTED ONLY AT PERSONS (i) WHO ARE OUTSIDE THE UNITED KINGDOM OR (ii) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSFALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR (iii) WHO FALL WITHIN ARTICLE49(2)(a) TO (e) ("HIGH NET WORTH COMPANIES, UNICORPORATED ASSOCIATIONS ETC.) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANYPERSON WHO IS NOT A RELEVANT PERSON MUST NOT ACT OR RELY ON THIS COMMUNICATION OR ANY OF ITS CONTENTS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISCOMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.IN ANY EEA MEMBER STATE THAT HAS IMPLEMENTED DIRECTIVE 2003/71/EC (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY EEA MEMBER STATE, THE “PROSPECTUSDIRECTIVE”) THIS COMMUNICATION IS ONLY ADRESSED TO AND IS ONLY DIRECTED AT QUALIFIED INVESTORS IN THAT EEA MEMBER STATE WITHIN THE MEANING OF THE PROSPECTUSDIRECTIVE.

THIS DOCUMENT CONSTITUTES NEITHER AN OFFER TO SELL NOR A SOLICITATION TO BUY ANY SECURITIES AND IT DOES NOT CONSTITUTE A PROSPECTUS PURSUANT TO ARTICLES 652aAND/OR 1156 OF THE SWISS CODE OF OBLIGATIONS OR ARTICLES 32 ET SEQ. OF THE LISTING RULES OF THE SWX SWISS EXCHANGE. A DECISION TO INVEST IN SHARES OF THE GROUP SHOULDBE BASED EXCLUSIVELY ON THE ISSUE AND LISTING PROPECTUS PUBLISHED BY THE GROUP FOR SUCH PURPOSE.

THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED TO LEAD TO THE CONCLUSION OF ANY CONTRACT OF WHATSOEVER NATURE, IN PARTICULAR WITHIN THE TERRITORYOF EGYPT, THE UNITED ARAB EMIRATES, KUWAIT, MOROCCO, OMAN AND SAUDI ARABIA.

RoundingNumbers presented throughout this presentation may not add up precisely to the totals provided in the tables and text. For presentation purposes, figures are rounded to the nearest decimal place. Percentages, percent changes and absolute variances, however, are calculated based on the exact figures as shown in the financial statements.

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