q1 2019 result analyst & investor presentation results · uae montenegro chf 74.1mn 56% 24% 11%...

Q1 2019 Result Analyst

& Investor Presentation

Results

1

Table of Contents

Executive Summary Page 4

Q1 2019 Key Highlights Page 6

Q1 2019 Operational Highlights by Destination Page 10

Q1 2019 Financials Page 19

Outlook 2019 4

Appendix Page 26

2

Executive Summary Q1 2019

3

Executive Summary

Revenues• Up 32.4% to CHF 98.1mn in Q1 2019 (Reported).

• Up 47% in Q1 2019 vs. CHF 66.7mn in Q1 2018 (Pro-forma)* .

Adj. EBITDA• Up 40.1% to CHF 20.6mn in Q1 2019 (Reported).

• Up 76.1% in Q1 2019 vs. CHF 11.7mn in Q1 2018 (Pro-forma)*.

Cash from Operations • Cash from operations surged by 24.6% to CHF 7.6mn vs. CHF 6.1mn in Q1 2018.

Net profit

• ODH reports first profitable quarter since 2015; recording a net profit of CHF 1.0mn in Q1 2019 vs. a loss of CHF 5.1mn in Q1 2018 (Reported).

• Q1 2019 net profits of CHF 1.0mn vs. a loss of CHF 7.5mn in Q1 2018 (Pro-forma)*.

Real Estate • Net Real Estate sales up 166.1% to CHF 105.9mn in Q1 2019.

• Revenues increased by 86.1% to CHF 41.5mn in Q1 2019.

4

Hotels

• Progressing with the renovation of Cook’s Club Hotel, El Gouna (144 rooms) to be finalized inAugust 2019. While the construction of the new 100 rooms’ hotel Casa Cook, El Gouna isexpected to be finalized in October 2019.

Financing• Working diligently with the Egyptian banks to restructure the debt held on the Egyptian

subsidiary ODE expected to be finalized in 1H/Q3 2019.

* The Pro forma figures in Q1 2018 excludes Tawmeel Group, Royal and Club Azur hotels which were sold and deconsolidated in Q4 2018.

Q1 2019Key Highlights

5

(5)

1.0

Q1 2018 Q1 2019

Net Profit (CHF mn)

6

8

Q1 2018 Q1 2019

Cash Flow From Operations (CHF mn)

74

98

Q1 2018 Q1 2019

Revenues (CHF mn)

22

30

Q1 2018 Q1 2019

Gross Profit (CHF mn)

32% 37%

15

21

Q1 2018 Q1 2019

Adj. EBITDA (CHF mn)

40%

25% 120%

Q1 2019 Group Financials

6

12

22

Q1 2018 Q1 2019

EBITDA (CHF mn)

87%

40

106

Q1 2018 Q1 2019

Net real estate sales (CHF mn)

166%

146

278

Q1 2018 Q1 2019

Real Estate Deferred Revenue Balance (CHF mn)

90%

22

42

612

Q1 2018 Q1 2019

Real Estate Financials (CHF mn)

Revenues Adj. EBITDA

86%

112%40

46

16 18

Q1 2018 Q1 2019

Hotels Financial (CHF mn)


15%

15% 7

10

(2)(1)

Q1 2018 Q1 2019

Town Management Financials (CHF mn)


41%

55%

Q1 2019 Key Segment Financials & KPIs

213

375

Q1 2018 Q1 2019

Real Estate Portfolio Receivables (CHF mn)

76%

7

41.817.7

8.5

6.1

Revenues by Country Q1 2018 (CHFmn)

Egypt

Oman

UAE

Montenegro

CHF 74.1mn

56%

24%

11%

8%

53.931.9

8.43.9

Revenues by Country Q1 2019 (CHFmn)

Egypt

Oman

UAE

MontenegroCHF 98.1mn

55%32%

9%4%

Q1 2019 Y-o-Y Revenue Analysis

• Tamweel Group was deconsolidated in Q4 2018 as it was sold for a total equity value of CHF 20mn.• We sold Royal Azur and Club Azur Hotel in Q4 2018 and we deconsolidated them.

8

40.2

22.3

7.44.2

Revenues by Segment Q1 2018 (CHFmn)

Hotels

Real Estate

Town Mgt.

Tamweel

CHF 74.1mn

54%30%

10%

6%

46.2

41.5

10.4

Revenues by Segment Q1 2019 (CHFmn)

Hotels

Real Estate

Town Mgt.CHF 98.1mn

47%42%

11%

Q1 2019 Operational Highlights

by Destination

9

Destinations Portfolio

Egypt:1. El Gouna2. Taba Heights3. Makadi Heights4. Fayoum5. O-West

Oman:6. Hawana Salalah7. Jebal Sifah

UAE:8. The Cove

Montenegro:9. Luštica Bay

Switzerland:10. Andermatt

United Kingdom:11. Eco - Bos

Morocco:12. Chbika

KPIs Q1 2019 Q1 2018 % ChgHotelsTotal number of rooms * 2,645 2,655 (0.4%)Occ. for available rooms (%) 83% 78% 6.4%TRevPAR (CHF) 75 57 31.6%GOP (CHFmn) 8.4 7.0 20.0%GOP PAR(CHF) 38 29 31.0%Real Estate

Net sales (CHFmn) 24.6 21.3 15.5%No of contracted units 64 37 73.0%Avg. selling price (CHF/m2) 2,431 2,355 3.2%Total El Gouna (CHFmn)Total revenues 41.6 32.8 26.8%

13.7 16.8

12.916.3

6.2

8.5

Q1 2018 Q1 2019

Revenues per segment (CHFmn)

Hotels Real Estate Destination Management

+ 23%

+ 26%

+ 37%

32.8

+ 27%

41.6

El Gouna, Egypt Updates Q1 2019

11

➢ Progressing with the renovation of Cook’s Club Hotel (144 rooms) to be finalizedin Aug. 2019. While the construction of Casa Cook Hotel (100 rooms) is expectedto be finalized in Oct. 2019.

➢ Added new inventory in “Ancient Sands Villas” & “Cyan” amounting USD 51mn.

➢ In April 2019; hosted El Gouna Int. Squash Championship 2019 & El Gouna Polo2019.

➢ 20% of our real estate sales was to foreigners.

➢ Opened Al Fanar Hotel expansion with 177 rooms.

➢ Planning to launch a new real estate project in Q2 2019 with a total inventory of

CHF 40mn.

KPIs Q1 2019 Q1 2018 % ChgHotelsTotal number of rooms 1,081 904 19.6%Occ. for available rooms (%) 96% 97% (1.0%)TRevPAR (CHF) 175 160 9.4%GOP (CHFmn) 8.6 6.0 43.3%GOP PAR (CHF) 89 74 20.3%Real EstateNet sales (CHFmn) 9.7 6.2 56.5%No. of contracted units 65 52 25.0%Avg. selling price (CHF/m2) 1,988 1,598 24.4%Total Hawana Salalah (CHFmn)

Total revenues 26.0 13.3 95.5%

13.117.0

8.6

0.2

0.4

Q1 2018 Q1 2019



13.3

+ 95%

26.0

+ 30%

+ 100%

Hawana Salalah, Oman Updates Q1 2019

12

KPIs Q1 2019 Q1 2018 % Chg

Hotels

Total number of rooms 111 - -

Occ. for available rooms (%) 9% - -

TRevPAR (CHF) 27 - -

GOP (CHFmn) (0.7) - -

GOP PAR (CHF) (96) - -

Real Estate

Net sales (CHFmn) 4.9 3.9 25.6%

No of contracted units 10 7 42.9%

Avg. selling price (CHF/m2) 4,937 5,998 (17.7%)

Luštica Bay Total (CHFmn)

Total revenues 3.8 6.1 (37.7%)

➢ New homeowners settled into the Marina Village. Construction is still underway

on the final Magnolija & Kamelija buildings, as well the townhouses & standalone

villas.

➢ Began construction of Luštica Bay’s town center: Centrale.

0.2

6.1

3.5

0.1

Q1 2018 Q1 2019



6.1

- 38%

3.8

- 43%

Luštica Bay, Montenegro Updates Q1 2019

13

KPIs Q1 2019 Q1 2018 % Chg

Hotels

Total number of rooms 67 67 -Occ. for available rooms (%) 60% 49% 22.4%

TRevPAR (CHF) 136 126 7.9%

GOP (CHFmn) 0.25 0.18 38.9%GOP PAR (CHF) 41 29 41.4%Real Estate

Net sales (CHFmn) 5.0 8.4 (40.5%)No of contracted units 21 56 (62.5%)Avg. selling price (CHF/m2) 2,412 1,809 33.3%Total Jebal Sifah (CHFmn)Total revenues 5.9 4.4 34.0%

➢ Planning to launch a new real estate project in Q3 19 with a total inventory of

CHF 39mn.

➢ Opened the Marina workshop offering a full range of services to boat owners.

Jebal Sifah, Oman Updates Q1 2019

0.8 0.8

3.34.7

0.30.4

Q1 2018 Q1 2019



4.4

+ 34%

5.9

-

+ 42%

+ 33%

14

KPIs Q1 2019 Q1 2018 % Chg

Real Estate

Net sales (CHFmn) 7.7 0.02 -

No of contracted units 66 1 -

Avg. selling price (CHF/m2) 1,006 272 270%

Total Makadi (CHFmn)


1.0

0.2

0.1

0.3

0.1

0.2

Q1 2018 Q1 2019



- 80%

+ 200%

+ 100%

1.2

- 42%

0.7

Makadi Heights, Egypt Updates Q1 2019

➢ Finalizing the legal documents for Makadi Gardens Hotel that was sold for c. CHF

6.4mn.

➢ Started construction of the grading & infrastructure.

15

O West, Egypt Updates Q1 2019

➢ We launched two Phases. The first phase included villas, town and twinhouses and the second phase included a wide range of apartments.

➢ Total contracted units to date reached CHF 120.6mn and total reservationsreached CHF 74.7mn.

➢ In 2019, we will only recognize revenues of the land portions of the villas thatwere sold.

➢ Margins for the recognized revenues on 2019 will be close to breakeven dueto the upfront sales and marketing activities expenses spent.

➢ Revenues and positive margins will start to kick in starting 2020.

16

1 CHF = 17.41 EGP

KPIs Q1 2019

Real Estate

Net sales (CHFmn) 53.0

No of contracted units 174

Avg. selling price (CHF/m2) 1,243

Total O West (CHFmn)

Total revenues 7.9

KPIs Q1 2019 Q1 2018 % ChgHotelsTotal number of rooms 2,365 2,365 -Number of rooms available 1,282 1,260 1.7%

Occ. for available rooms (%) 37% 17% 117.6%

TRevPAR (CHF) 16 7 128.6%

GOP (CHFmn) (0.23) (0.35) 34.3%

GOP PAR (CHF) (2) (3) 33.3%Total Taba Heights (CHFmn)Total revenues 2.2 1.0 120.0%

0.8

1.90.2

0.3

Q1 2018 Q1 2019


Hotels Destination Management

+ 137%

+ 50%

1.0

+ 120%

2.2

Taba Heights, Egypt Updates Q1 2019

➢ In Nov. 2018 Itaka polish tour operator operated 2 flights weekly from Poland &

added one more flight in May 2019 from Czech Republic.

➢ In April 2019, Satour a new Slovakian tour operator started operating one flight on

a weekly basis (189 seats).

17

The Cove, UAE KPIs Q1 2019 Q1 2018 % Chg

Hotels

Total number of rooms 475 471 0.8%

Occ. for available rooms (%) 77% 79% (2.5%)

TRevPAR (CHF) 185 189 (2.1%)

GOP (CHFmn) 3.5 3.6 (2.8%)

GOP PAR(CHF) 82 83 (1.2%)

The Cove Total (CHFmn)


➢ Despite challenging market conditions in Ras El Kheima, The Cove Rotana managed to

maintain performance levels almost like 2018.

8.17.9

0.40.5

Q1 2018 Q1 2019


Hotels Destination Management

8.5

- 1%

8.4

- 2%

+ 25%

The Cove Rotana, UAE Updates Q1 2019

18

Q1 2019 Financials

19

(CHFmn) Q1 2019 Q1 2018 % Change

Revenue 98.1 74.1 32.4%

Cost of sales (68.0) (52.2) 30.3%

Gross profit 30.1 21.9 37.4%

Gross profit margin 30.7% 29.5% 4.1%

Investment income 1.8 2.1 (14.3%)

Administrative expenses (11.3) (9.3) 21.5%

Adj. EBITDA 20.6 14.7 40.1%

Adj. EBITDA margin 21.0% 19.8% 6.1%

Other gains & losses 3.5 0.8 337.5%

Share of associates losses (2.3) (3.9) (41.0%)

EBITDA 21.7 11.6 87.1%

Depreciation (7.5) (5.4) 38.9%

Finance costs (10.7) (9.0) 18.9%

Income tax expense (2.4) (2.3) 4.3%

Net losses for the period 1.0 (5.1) 119.6%

Attributed as follows:

ODH shareholders (1.9) (7.2) 73.6%

Non-controlling interest 2.9 2.1 38.1%

Basic EPS (CHF) (0.05) (0.18) 72.2%

Notes

Revenues, gross profit and gross profit marginincreased due to the enhanced operationalperformance across all business segments in alldestinations.

Increase in G&A expenses is mainly due to theincrease in marketing activities in Egypt.

Other gains & losses for Q1 2019 mainly includes FXgains amounting CHF 3.9mn.

Share of associates losses mainly includes:

ASA losses CHF 2.3mn (Q1 2018: losses CHF 3.7mn).

Increase in Finance costs mainly due to the increasein Libor rates.

1

2

4

3

5

1

2

3

4

5

Q1 2019 Income Statement - Reported

20

(CHFmn) Q1 2019Q1 2018

pro forma% Change

Revenue 98.1 66.7 47.1%

Cost of sales (68.0) (47.7) 42.6%

Gross profit 30.1 19.0 58.4%

Gross profit margin 30.7% 28.5% 7.7%

Investment income 1.8 2.1 (14.3%)

Administrative expenses (11.3) (9.4) 20.2%

Adj. EBITDA 20.6 11.7 76.1%

Adj. EBITDA margin 21.0% 17.5% 20.0%

Other gains & losses 3.5 0.6 483.3%

Share of associates losses (2.3) (3.9) (41.0%)

EBITDA 21.7 8.4 158.3%

Depreciation (7.5) (5.3) 41.5%

Finance costs (10.7) (8.5) 25.9%

Income tax expense (2.4) (2.1) 14.3%

Net losses for the period 1.0 (7.5) 113.3%

Notes

➢ Took out Tawmeel Group revenues in Q1 2018 as it wassold and deconsolidated in Q4 2018.

➢ Took out Royal Azur and Club Azur Hotels revenues in Q12018 as it was sold and deconsolidated in Q4 2018.

Q1 2019 Income Statement - Pro Forma

21

Notes

Inventory increased as a result of the increase in land heldfor development (O West) to co-develop an integratedcommunity project with a total amount of CHF 377.8mn.

Receivables increased mainly due to the increase in realestate sales across all our destinations.

Non-current assets/liabilities held for sale includes MakadiGardens Hotel.

Payables are mainly related to payments to the NUCArelated to O West project in Cairo to co-develop anintegrated community project.

Increase in non-controlling interest is mainly due to the FXgain from translating foreign operations and profitabilityfor the period.

1

2

(CHFmn) 31.03.19 31.12.18 % Change

Property, plant and equipment 791.2 761.8 3.9%

Inventory 498.6 118.5 320.8%

Receivables 146.6 138.6 5.8%

Cash and bank balances 130.2 138.3 (5.9%)

Investments in associates 41.9 43.6 (3.9%)

Other assets 149.0 129.6 15.0%

Non-current assets held for sale 5.6 5.5 1.8%

Total assets 1,763.1 1,335.9 32.0%

Borrowings 375.1 372.4 0.7%

Payables 434.7 68.5 534.6%

Provisions 63.8 62.6 1.90%

Other liabilities 296.8 256.1 15.90%

Liabilities related to assets held for sale 0.5 0.5 -

Total liabilities 1,170.9 760.1 54.0%

Non-controlling interests 177.6 167.1 6.3%

Equity to ODH shareholders 414.6 408.7 1.4%

Total liabilities and equity 1,763.1 1,335.9 32.0%

3

4

1

2

5

3

3

4

Q1 2019 Balance Sheet

22

5

Strengthen ODH’s Balance sheet

23

Current Maturity Profile & Balance in Q1 2019

Cost of Debt: 9.0%Q1 2019 Balance: CHF 375.1mn

Cost of Debt: 8.1%

Expected Maturity Profile after Rescheduling

Current Debt by CountryCurrent Debt by Currency

Debt by Currency after Rescheduling Debt by Country after Rescheduling

13%

47%7%

6%

27% EGP

USD

EUR

AED

OMR64%

27%

6%

3%

Egypt

Oman

UAE

Montenegro

10%

47%

7%

7%

30% EGP

USD

EUR

AED

OMR

Balance: CHF 337.8mn

59%

30%

7%

4%

Egypt

Oman

UAE

Montenegro

1323

4451

6071

28

84

CF 2019 2020 2021 2022 2023 2024 2025 -2032

1319

35 33 36

76

42

84

CF 2019 2020 2021 2022 2023 2024 2025 -2032

(CHF mn) Q1 2019 Q1 2018

Cash from operations 7.6 6.1

Interest paid (1.4) (3.9)

Taxes paid (2.0) (0.3)

Operating Cash Flow 4.2 1.9

Payments for PP&E (12.0) (9.7)

Other items 1.1 1.2

Investing Cash Flow (10.9) (8.5)

Change in Borrowings (2.2) 10.2

Other Items 1.0 1.2

Financing Cash Flow (1.2) 11.4

Net change in cash/equivalents (7.9) 4.8

Cash & bank balances beginning of period 138.3 100.8

Effects of FX changes (0.2) (1.4)

Cash & bank balances end of period* 130.1 104.2

Notes

Cash flow from operations increased due to the enhancedoperational performance across all business segmentsduring the period.

Payments for PP&E increased due to the increase inconstruction activities in Luštica Bay, El Gouna, MakadiHeights and Oman.

Change in Borrowings mainly resulting from:(-) Debt repayment of CHF 3.8mn.(+) Debt proceeds for CHF 1.6mn.

* Includes cash related to assets held for sale.

1

2

1

2

Cash Flow Statement

24

3

3

Outlook 2019

25

Revenues

Adj. EBITDA

Real Estate Sales

CHF 340mn CHF 319mn

CHF 62mn

CHF 201mn

➢ CHF 400mn

➢ CHF 74mn - 77mn

CHF 445mn - 470mn

CHF 70mn

FY 2018 Actual Reported

FY 2018 Pro-forma *

FY 2019 Target

* FY 2018 Pro-forma excludes the contribution of Citadel Azur, Royal Azur, Club Azur hotels and Tamweel Group, that the Group hasidentified as non-core assets.

Hotels Adding a new Casa Cook hotel with 100 extra rooms’ in El Gouna to bring its total keys to 2,748.

Rebranding Arena Inn Hotel, to become a Cook's Club Hotel with 144 keys.

26

Guidance 2019

Appendix

27

1 Adjusted EBITDA: EBITDA adjusted for non cash items (which includes provisions & impairments, other gains and losses, FX gains & share in associates)2 Town Management includes revenues from Utilities & services, Hospital, Marina, Golf, Rentals, Educational services, Limousine, & other town amenities.

Q1 2019 Revenues Analysis

Revenue EBITDA Adj. EBITDA1

(CHF mn) Q1 2019 Q1 2018 Δ in % Q1 2019 Q1 2018 Δ in % Q1 2019 Q1 2018 Δ in %

Hotels 46.2 40.2 14.9% 17.1 16.0 6.9% 17.9 15.6 14.7%

Real Estate 41.5 22.3 86.1% 11.9 5.9 101.7% 12.3 5.8 112.1%

Land - - - - - - - - -

Town Management2 10.4 7.4 40.5% (1.1) (2.1) 47.6% (0.9) (2.0) 55.0%

Tamweel Group - 4.2 - - 1.0 - - 1.0 -

Corporate & Unallocated Items - - - (6.2) (9.2) 32.6% (8.7) (5.6) (52.6%)

ODH Group3 98.1 74.1 32.4% 21.7 11.6 87.1% 20.6 14.7 40.1%

28

*Q1 2018 figures includes Tamweel Group and Royal and Club Azur, that were deconsolidated in Q4 2018.

Net value of contracted units(CHF mn)

Number of contractedunits

Average selling price(CHF/m2)

Country Destination Q1 19 Q1 18 Δ in % Q1 19 Q1 18 Δ in % Q1 19 Q1 18 Δ in %

Egypt El Gouna 24.6 21.3 15.5% 64 37 73.0% 2,431 2,355 3.2%

Fayoum 0.9 - - 7 - - 650 - -

Makadi Heights 7.7 0.02 - 66 1 - 1,006 272 269.9%

O West 53.0 - - 174 - - 1,243 - -

Oman Jebel Sifah 5.0 8.4 (40.5%) 21 56 (62.5%) 2,412 1,809 33.3%

Hawana Salalah 9.7 6.2 56.5% 65 52 25.0% 1,988 1,598 24.4%

Montenegro Luštica Bay 4.9 3.9 25.6% 10 7 42.9% 4,937 5,998 (17.7%)

ODH Group 105.9 39.8 166.1% 407 153 166.0%

Q1 2019 Real Estate Sales KPIs

29

Total number of rooms

Occ. for available rooms (%)

ARR(CHF)

TRevPAR(CHF)

GOP PAR(CHF)

Destination Q1 19 Q1 18 Q1 19 Q1 18 Q1 19 Q1 18 Q1 19 Q1 18 Q1 19 Q1 18

El Gouna 1 2,645 2,655 83 78 63 49 75 57 38 29

Taba Heights2 2,365 2,365 37 17 25 23 16 7 (2) (3)

Fayoum 53 53 36 27 73 67 40 28 16 4

Floating Hotel 27 27 70 25 538 491 473 164 298 81

Hawana Salalah3 1,081 904 96 97 123 108 175 160 89 74

Jebal Sifah 67 67 60 49 131 138 136 126 41 29

UAE4 475 471 77 79 144 145 185 189 82 83

Montenegro5 111 - 9 - 100 - 27 - (96) -

ODH Group 6,824 6,542

1. Rental Contract for 10 units in Ancient Sands had been cancelled.2. During Q1 2019, only 4 hotels were operating with 1,282 rooms (Sofitel with 442 rooms, Strand Beach Hotel with 503 rooms, El Wekala Hotel with 215 rooms and 123 rooms in

Bay View Hotel out of 394 existing rooms). Whereby, 1,260 room were operating in Q1 2018.3. In December 2018, we added 177 new rooms in Al Fanar Hotel.4. Rental contract for 4 units had been added thus brining total number of the hotel rooms to 475 rooms vs. 471 in Q1 2018.5. In Q4 2018 opened the Chedi Montenegro with 111 rooms.

Q1 2019 Hotels KPIs

30

(CHF mn)

Country DestinationTotal deferred

revenue balance2019 2020 2021 2022 2023

Egypt El Gouna 135.3 67.0 60.5 7.7 - -

Fayoum 1.8 1.1 0.6 - - -

Makadi Heights 21.7 - 4.5 7.2 7.2 2.7

O West 40.6 - 13.5 13.5 13.5 -

Total Egypt 199.4 68.1 79.3 28.5 20.7 -

Oman Jebel Sifah 19.6 18.3 1.4 - - -

Hawana Salalah 32.0 23.5 8.5 - - -

Total Oman 51.6 41.8 9.9 - - -

Montenegro Luštica Bay 26.6 18.7 7.9 - - -

ODH Group 277.6 128.6 97.1 28.5 20.7 2.7

* Figures are rounded to the nearest decimal point.

Deferred Revenue Balance Schedule

31

IR Dashboard Calendar

32

IR Dashboard Calendar

Investor Relations Contact

Sara El Gawahergy

Head of Investor Relations

Head of Strategic Projects Management

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

Mobile CH: +41 179 156 78 49

E-Mail: [email protected]

Date Event

August 9th, 2019 1H 2019 Results

November 13th, 2019 9M 2019 Results

Corporate Calendar

33

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ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF UNITED STATES, AUSTRALIAN, CANADIAN OR JAPANESE SECURITIES LAWS. THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAYBE 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 IN WHICH SUCH OFFER OR SOLICITATION IS NOTAUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. THE SECURITIES OF OD HOLDING HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS ANDMAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR THE BENEFIT OF “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ABSENTREGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER 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 ORCONDUCT A PUBLIC 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 INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER") OR (iii) WHO FALL WITHIN ARTICLE 49(2)(a) TO (e) ("HIGH NET WORTH COMPANIES, UNICORPORATED ASSOCIATIONS ETC.) OF THEORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY PERSON WHO IS NOT A RELEVANT PERSON MUST NOT ACT OR RELY ON THIS COMMUNICATION OR ANY OF ITS CONTENTS. ANY INVESTMENT ORINVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION 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 “PROSPECTUS DIRECTIVE”) THIS COMMUNICATION IS ONLYADRESSED TO AND IS ONLY DIRECTED AT QUALIFIED INVESTORS IN THAT EEA MEMBER STATE WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE.

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 652a AND/OR 1156 OF THE SWISS CODE OF OBLIGATIONSOR ARTICLES 32 ET SEQ. OF THE LISTING RULES OF THE SWX SWISS EXCHANGE. A DECISION TO INVEST IN SHARES OF THE GROUP SHOULD BE BASED EXCLUSIVELY ON THE ISSUE AND LISTING PROPECTUS PUBLISHED BY THE GROUP FORSUCH 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 TERRITORY OF EGYPT, THE UNITED ARAB EMIRATES,KUWAIT, MOROCCO, OMAN AND SAUDI ARABIA.

THESE DOCUMENTS MAY CONTAIN CERTAIN FORWARD LOOKING STATEMENTS AND INFORMATION IN RELATION TO ORASCOM DEVELOPMENT HOLDING AG WHICH REFLECT THE CURRENT VIEWS AND/OR EXPECTATIONS OF THECOMPANY AND THE COMPANY’ S MANAGEMENT IN RESPECT OF THE COMPANY’S PERFORMANCE, ACTIVITIES, AND FUTURE EVENTS. SUCH FORWARD LOOKING STATEMENTS INCLUDE, AMONG OTHER, STATEMENTS THAT MAY PREDICT,FORECAST, SIGNIFY OR IMPLY FUTURE RESULTS PERFORMANCE OR ACHIEVEMENTS, AND MAY CONTAIN WORDS SUCH AS “UNDERSTANDS”, “ANTICIPATES”, “EXPECTS”, “ESTIMATES” , “IT IS LIKELY” OR OTHER TERMS OR EXPRESSIONSWITH SIMILAR MEANING. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF RISKS, UNCERTAINTIES AND ASSUMPTIONS. THE COMPANY CAUTIONS READERS THAT CERTAIN RELEVANT FACTORS MIGHT BE THE CAUSE FOR ACTUALRESULTS TO DIFFER FROM THE PLANS, GOALS, EXPECTATIONS, ESTIMATES AND INTENTIONS EXPRESSED IN THIS DOCUMENT. NEITHER THE COMPANY NOR ANY RELATED COMPANIES, DIRECTORS, OFFICERS, REPRESENTATIVES OREMPLOYEES THEREOF SHALL IN ANY EVENT BE LIABLE AS TO THIRD PARTIES (INCLUDING INVESTORS) FOR ANY INVESTMENTS OR BUSINESS DECISIONS ADAPTED OR ACTS PERFORMED BY THEM ON THE BASIS OF THE INFORMATION ANYSTATEMENTS CONTAINED HEREIN OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES DERIVED THEREFROM.

ANY MARKET INFORMATION AND COMPANY’S COMPETITIVE POSITION DATA INCLUDING MARKET PROJECTIONS USED IN THIS DOCUMENT HAVE BEEN DERIVED FROM IN COMPANY’S STUDIES, MARKET RESEARCH REPORTS, PUBLICLYAVAILABLE DATA AND INDUSTRY PUBLICATIONS. ALTHOUGH THE COMPANY HAS NO REASON TO BELIEVE THAT THIS INFORMATION OR THESE REPORTS ARE INACCURATE IN ANY MATERIAL , RESPECT , THE COMPANY HEREBY STATUS THATIT HAS NOT INDEPENDENTLY CHECKED ANY COMPETITIVE POSITION, MARKET SHARE, MARKET VOLUME, MARKET GROWTH OR OTHERS.

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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Thank You

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