Investor Presentation

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1 Investor Presentation November

2 Disclaimer ThispresentationisforinformationpurposesonlyanddoesnotconstituteanoffertosellorthesolicitationofanoffertobuysharesinGlobalTelecomHolding(the "Company").Further,itdoesnotconstitutearecommendationbytheCompanyoranyotherpartytosellorbuysharesintheCompanyoranyothersecurities.This presentation includes statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or"should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this presentation, including, without limitation, those regarding the Company s strategic priorities and objectives and the anticipated benefits therefrom, exploration of various funding options to refinance the shareholder loan, and prospects are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance, liquidity, dividend policy or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the prices of the Company's products and services, the actions of competitors, the availability of credit, governmental regulation of the telecommunications industry in countries in which the Company operates, the effects of political uncertainty and economic conditions in the relevant areas in the world, the impact of foreign currency rates, taxation and unforeseen litigation. Forwardlooking statements should, therefore, be construed in light of such factors and undue reliance should not be placed on forward-looking statements. These forwardlooking statements speak only as of the date of this presentation. The Company expressly disclaims any obligation or undertaking(except as required by applicable law or regulatory obligation including under the rules of the Egyptian Exchange and the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority), to release publicly any updates or revisions to any forward-looking statement, whether as a result of new information, future events or otherwise. 2

3 GTH a leading mobile operator in attractive emerging markets 409 million population coverage million mobile customers (excluding Zimbabwe) 2 Pakistan Service Revenue 9M16 Population 196m Bangladesh Mobile Penetration 65% 22% Pakistan # of customers 51.0m Algeria 41% 37% Algeria Population Zimbabwe Population 14m # of customers 2.0m (signed for sale) 39m Mobile Penetration 116% # of customers 15.9m Bangladesh Population 160m Mobile Penetration 82% # of customers 29.0m Bangladesh 21% Algeria 42% Bangladesh 20% USD 2.2 billion EBITDA 9M16 USD 1.0 billion OpFCF 9M16 Pakistan 37% Algeria 43% 3 1 Population figures are provided by CIA The World Factbook 2 Based on consolidated mobile customers as at September 2016; excluding Zimbabwe as signed for sale 3 Operating free cash flow defined as underlying EBITDA Capex (excluding licenses) 4 % contribution calculated excluding HQ costs and other adjustments Pakistan 37% USD 0.7 billion

4 Strategy Delivering on strategy 4 New Revenu Streams $ $ $ $ Performance Transformation

5 Significant upside in terms of mobile penetration & data usage Mobile Penetration 1 (%) Western Europe Avg: 131% Mobile Data Penetration 2 (%) Western Europe Avg: 77% Data Usage 2 (MB / User) Western Europe Avg: 2,501 MB/User 65% 116% 82% 48% 40% 50% Pakistan Algeria Bangladesh Pakistan Algeria Bangladesh Pakistan Algeria Bangladesh 5 Notes 1. Mobile penetration is for the market based on SIM cards number as of 31 December Sources: AnalysysMason Research, Pakistan Telecommunications Authority, Bangladesh Telecommunications Authority (2014) 2. Based on Company estimates, where mobile data penetration data subscribers (3 months) divided by active total subscribers (3 months) as of 31 December 2015 and Data Usage calculate onactive subscribers in the last 3 months as of September 2016

6 Leading mobile operator with diversified footprint in attractive emerging markets Pakistan Algeria Bangladesh 14.7% 19.3% Market share 28.4% 37.8% Mobilink & Warid Telenor Ufone Zong 27.0% 30.0% Market share % Djezzy Ooredoo ATM 21.3% 3.8% 8.0% Market share 24.3% 42.6% Grameenphone Banglalink Robi Airtel Other GTH holds the number 1 market position in Pakistan Combination with Waridto further strengthen market position and create best in class network Djezzyis the market leader in Algeria Transformation program is ongoing; however, the market remains challenging with aggressive price competition. Banglalinkholds the number two market position Strong lead in NPS due to strengthened network and attractive data offers Merger of Robi-Airtel has been approved 6 1 Market share as provided by regulator

7 3Q16 financial highlights Service revenue (USD million) % organic 1 YoY + 7% reported YoY Underlying EBITDA (USD million) Mobile customers (million) % organic 1 YoY - 2.4% reported YoY million YoY² Underlying EBITDA margin (%) - 5.0p.p. YoY Service revenue was organically stable YoY due to: Double-digit growth in Pakistan Solid performance in Bangladesh Weak performance in Algeria Mobile data revenue strong organic growth of 61% YoY Underlying EBITDA was organically stable as a result of: Strong performance in Pakistan and Bangladesh Offset by a decline in Algeria Continued strong underling EBITDA margin of 46% and reported EBITDA margin of 43% Continued customer growth of 14%, with 11.5 million customers added YoY due to strong performance in Pakistan and the consolidation of Warid 7 1 Revenue organic growth are non-gaap financial measures that exclude the effect of foreign currency translation and certain items such as liquidations and disposals ² Customers number includes Warid customers

8 3Q16 Pakistan: continued double digit growth, integration on track PKR BILLION, UNLESS STATED OTHERWISE Mobile service revenue % YoY +16.2% YoY organic Q15 2Q16 3Q16 EBITDA and EBITDA margin % YoY +24.5% YoY organic % 40.2% 40.0% Mobile customers (million) Q % YoY +15.5% YoY organic Q16 Capex excl. licenses and LTM capex/revenue +13.9% YoY +7.1% YoY organic % % Mobilink and Warid integration is well on track: Merger petition filed with Islamabad High Court early October, legal merger expected in Q On-net products between Mobilink and Warid launched Cross 3G and 4G/LTE network offering and distribution consolidation well on track First synergies of ~PKR 500million (~USD 5 million) for 9M 2016 from site sharing and marketing costs optimization Double digit revenue growth, supported by all revenue streams, resulting in revenue market share gain Mobile data revenue organic growth of 71% YoY; MFS revenue growth of 42% YoY Underlying EBITDA margin 1 of merged entity, excluding integration costs, of 42%; LTM Q OCF margin of 27% 8 3Q15 2Q16 3Q16 3Q15 3Q16 Warid contribution, pro-forma for Q and Q2 2016, including intercompany transactions with Mobilink Organic YoY change represents standalone performance of Mobilink 1 Q EBITDA negatively impacted by one-offs of transformation/integration costs of PKR 770 million; Q EBITDA positively impacted by one-offs of PKR 666 million

9 3Q16 Algeria: continued pressure on results DZD BILLION, UNLESS STATED OTHERWISE Mobile service revenue -12.7% YoY Mobile customers (million) -5.8% YoY Regulatory environment continuous to improve: Djezzy s Significant Market Player status lifted Commercial overhaul, actions taken: Q15 2Q16 3Q16 EBITDA and EBITDA margin % YoY -11.1% YoY (Underlying) % 51.1% 51.3% Q Q16 Capex excl. licenses and LTM capex/revenue +28.3% YoY % 16.3% 4G/LTE launch with objective to operate the leading network in the country (expected coverage of 20 wilayas 2 by YE2016) to win back high-value customers Data-centric pricing with simple offers launched in late October Service revenue continued to decrease YoY due to sub-optimal commercial decisions taken in early 2016 Continued strong data revenue growth of 73% YoY EBITDA margin continued to be above 50%, as a result of Performance Transformation program, LTM Q OCF margin of 39% Gross dividends of USD 128 million, 48% of FY2015 net income, distributed in Q Q15 2Q16 3Q16 3Q15 3Q Q EBITDA negatively impacted by one-offs of transformation costs of DZD 1.4 billion 2 Regions or provinces

10 3Q16 Bangladesh: continued strong EBITDA margin BDT BILLION, UNLESS STATED OTHERWISE Service revenue +2.0% YoY Mobile customers (million) -10.4% YoY Service revenue increased 2% YoY notwithstanding: Aggressive price competition Additional supplementary duties introduced in H Q15 2Q16 3Q16 EBITDA and EBITDA margin +7.1% YoY % 43.7% 46.7% Q % -54.4% 3Q16 Capex excl. licenses and LTM capex/revenue % Customers disconnections and market slowdown due to SIM re-verification (now completed) Gap in 3G network coverage versus market leader Sustained strong growth in date revenue of 45% YoY Excluding the SIM re-verification impact of 3.8 million SIM blocking, the customer base in 3Q16 would have increased by 1% YoY Strong EBITDA margin of 47%, benefiting from revenue increase and Performance Transformation 3G coverage reached 54% of population; Banglalink continues to expand the network coverage LTM Q OCF margin of 29% 10 3Q15 2Q16 3Q16 1 Q EBITDA negatively impacted by one-offs of SIM tax provision of BDT 156 million 3Q15 3Q16

11 Debt by entity As at 30 September 2016 Net debt / underlying 1 LTM EBITDA Gross debt / underlying 1 LTM EBITDA Weighted average interest rate 1.4x* 1.2 Excl. Warid 3Q Excl. Warid 3Q15 2.0x* 1.8 Excl. Warid 3Q Excl. Warid 3Q15 8.0%* Outstanding external debt (USD million) Type of debt Entity Currency Loans Bonds Other Total GTH Finance BV USD - 1,200-1,200 Pakistan* PKR&USD Banglalink USD Algeria DZD Total principal amount 1,134 1, , Underlying EBITDA excludes PT costs in 2016 and sim verification costs in 2015 * Including Warid

12 12 Balanced maturity profile As at 30 September

13 Net debt evolution As at 30 September , , ,961 ND June 30th 16 Warid ND Pro-forma ND June 30th 16 EBITDA Δ WC Net Interest Taxes Capex Forex and Others ND September 30th 16 ND: Net debt WC: Change in working capital 13

14 14 Appendix

15 3Q16 income statement USD millions 3Q16 3Q15 Change Service revenue % Other revenue % Total Revenue % Total expense (446.9) (387.1) 15.4% EBITDA (0.5%) Depreciation and amortization of property and equipment (146.8) (209.1) (29.8%) Gains/(losses) on sold property, equipment, intangibles, goodwill and scrapping 1.0 (3.8) (126%) Impairment loss from assets (0.6) (2.8) (78.6%) Technical services expense (25.4) (4.1) 146% Other Operating Gain/Loss 7.8 (0.1) n.m Operating Profit % Financial Expense (83.6) (65.9) 26.9% Financial Income % Foreign Exchange Gain (Loss) 3.9 (16.3) n.m During Q Pakistan started its network modernization project which resulted in accelerated depreciation More support have been provided in the operations, like network swap in Pakistan, network modernization, 2G/3G and 4G/LTE in Algeria etc. Mainly related to change in fair value of embedded derivatives in financial liability contracts of Bangladesh Increased due to Interest over PMCL options redemption liability Improved mainly due to unrealized FOREX gain on tax provision Profit/(loss) Before Tax % Income Tax (54.9) (28.4) 93.3% Profit/(loss) for the Period % Higher income tax expense in Q as tax losses utilized in Q could not fully offset the taxable profits in Pakistan (PMCL) Attributable to: Equity Holders of the Parent 8.6 (32.1) n.m Earnings Per Share (USD) (0.01) n.m Minority Interest (21.1%) Net Income % 15

16 Foreign Exchange Rates Applied to the Financial Statements Average rates Closing rates 3Q16 3Q15 YoY 3Q16 3Q15 YoY Egyptian pound % % Algerian Dinar % % Pakistan Rupee % % Bangladeshi Taka % % 16

17 New revenue opportunities in Pakistan + Owning and winning in the High Value and the B2B segments: Leading position in high-value and postpaid customers Serve corporates with full enterprise solution and M2M Digital & MFS leader: Mobilinkthe fastest growing MFS player in the market MobilinkMFS revenue 2.7% of total 2.5 million Mobilink MFS customers Providing Waridcustomers with access to our full range of MFS services including Mobicash Expanded MFS portfolio including: Money transfer Bill and loan payments Mobicash ATM Card Corporate solutions, etc. 17

18 Identified cost synergies of merger Mobilink& Warid -total run-rate of USD 115 mln 1 - Market facing & customer operations Integrated customer service Efficient channel and distribution model Synergies run rate (USD million) 115 Network & IT Site decommissioning Common IT platforms Capex c. 25% OPEX c. 75% SG&A Scale impact Optimized organizational structure More than USD 500 million NPV from synergies1, 90% expected by third year post-closing EPS accretive from the third year post-closing After tax, NPV from synergies after integration costs 2 Assumes legal merger completed

19 Transaction structure Step 1 share acquisition Step 2 legal merger VimpelCom GTH 51.9% ~85% PMCL Mobilink ~15% Dhabi Group shareholders VimpelCom GTH 51.9% ~85% PMCL Mobilink ~15% Dhabi Group shareholders 100% Warid Telecom Closed on July 1, 2016 Legal merger expected in 1Q17 19

20 GTH accounting implications Mobilink and Warid transaction Upon closing of the share acquisition The acquisition of Warid will be accounted for as a business combination under IFRS The fair value of Warid sassets and liabilities will be taken over into the GTH consolidated balance sheet as of the date of closing The difference between the fair valued net asset of Waridtaken up in the GTH consolidated balance sheet and the fair value of consideration paid for Warid(including contingent consideration) will result in goodwill Goodwill is not amortized but an annual impairment test is performed Contingent consideration (i.e. tower earn-out) will be recorded as a liability at fair value on the closing date with any subsequent value changes recorded directly in the consolidated income statement The put option granted to the seller will be accounted for as a liability on the GTH consolidated balance sheet at the net present value of the future expected cash outflow to buy out the minority shares in Mobilink 20

21 Further information Investor Relations Ola Tayel Cairo Registered Office Amsterdam Head Office 2005C Nile City Towers - Northern Tower Gustav Mahlerlaan 314 Cornish El Nile Ramlet Beaulac Cairo 11221, Egypt Tel: Visit our website ME Amsterdam The Netherlands E: ir@gtelecom.com 21