ELECTRONIC TRANSMISSION DISCLAIMER

IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission disclaimer applies to the attached offering circular (this Offering Circular) and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Taaleem Management Services S.A.E. (the Company) or Sphinx Obelisk B.V. (the Selling Shareholder) or from CI Capital Investment Banking S.A.E. (CI Capital Investment Banking) as sole global bookrunner (the Sole Global Coordinator), Renaissance Capital Egypt for Promoting and Underwriting of Securities S.A.E. (Renaissance Capital) or First Abu Dhabi Bank PJSC (First Abu Dhabi Bank) (each a joint bookrunner and, together with the Sole Global Coordinator, the Joint Bookrunners), as a result of such access. You acknowledge that this electronic transmission and the delivery of this Offering Circular is confidential and intended only for you and you agree you will not forward, reproduce, copy, download or publish this electronic transmission or this Offering Circular (electronically or otherwise) to any other person. If you are not the intended recipient of this Offering Circular, please do not distribute or copy the information contained in this electronic transmission but instead delete and destroy all copies of this electronic transmission. The attached Offering Circular is being furnished to you solely for your information and does not constitute or contain investment advice to you and you are not authorized to, and you may not, forward or deliver this Offering Circular, electronically or otherwise, to any person or reproduce this Offering Circular in any manner whatsoever. Any forwarding, distribution or reproduction of this Offering Circular in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933, as amended (the Securities Act), or the applicable laws of other jurisdictions. If you have gained access to this transmission contrary to any of the foregoing restrictions, you are not authorized and will not be able to purchase any of the securities described therein. THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO INVESTORS WHO ARE (A) QUALIFIED INSTITUTIONAL BUYERS (QIBS) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (RULE 144A); OR (B) OUTSIDE THE UNITED STATES AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT (REGULATION S). NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES, EXCEPT IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. YOU ARE NOT AUTHORIZED TO AND MAY NOT FORWARD OR DELIVER THIS OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This Offering Circular relates only to the International Offering, a simultaneous offer of shares will take place in Egypt to the Egyptian retail investors. Prospective Egyptian retail investors should refer only to the public subscription notice to be issued in connection with the Egyptian Retail Offering and should not rely on this Offering Circular. Confirmation of your representation: By accepting electronic delivery of this Offering Circular, you are deemed to have represented to the Company, the Selling Shareholder named in this Offering Circular and each of the Joint Bookrunners that (a) you are acting on behalf of, or you are either (i) an investor outside the United States transacting in an offshore transaction (in accordance with Regulation S under the Securities Act), or (ii) in the United States and a QIB that is acquiring securities for your own account or for the account of another QIB; (b) if you are in the United Kingdom, you are a “qualified investor” within the meaning of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation) who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are otherwise persons to whom it may otherwise lawfully be communicated (all such persons being referred to as Relevant Persons); (c) if you are in any member state of the European Economic Area (EEA), you are a “qualified investor” within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation); (d) the securities acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public; and (e) if you are outside the United States, the United Kingdom and the EEA (and the electronic mail addresses that you gave the Company and to which this Offering Circular has been delivered are not located in such jurisdictions) you are a person into whose possession this Offering Circular may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. This Offering Circular has been made available to you in an electronic form. You are reminded that circulars transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Selling Shareholder, the Joint Bookrunners, or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever with respect to any difference between this Offering Circular distributed to you in electronic format and any hard copy version. By accessing this Offering Circular, you consent to receiving it in electronic form. A hard copy of this Offering Circular will be made available to you only upon request. Restriction: Nothing in this electronic transmission constitutes, and it may not be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional buyers described above and to whom it is directed, and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. None of the Joint Bookrunners, any of their respective affiliates, or any of their respective directors, officers, employees or agents accepts any responsibility whatsoever for the contents of this Offering Circular or for any statement made or purported to be made by them, or on their behalf, in connection with the Company or the offer. Each of the Joint Bookrunners and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have with respect to such Offering Circular or any such statement. No representation or warranty express or implied, is made by any of the Joint Bookrunners, or any of their respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in this Offering Circular. Each of the Joint Bookrunners is acting exclusively for the Company and the Selling Shareholder and no one else in connection with the offer. The Joint Bookrunners will not regard any other person (whether or not a recipient of this Offering Circular) as their client in relation to the offer and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their clients, nor for giving advice in relation to the offer or any transaction or arrangement referred to herein or in this Offering Circular. You are responsible for protecting against viruses and other destructive items. Your receipt of this Offering Circular via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

2 INTERNATIONAL OFFERING CIRCULAR 2021 TAALEEM MANAGEMENT SERVICES S.A.E. (a joint stock company incorporated under the laws of the Arab Republic of Egypt)

Combined Offering of 357,822,200 Shares including an International Offering of 339,931,090 Shares

This offering circular (the Offering Circular) relates to an offering (the International Offering) of 339,931,090 existing ordinary shares, each with a par value of EGP 1, of Taaleem Management Services S.A.E. (the Company) by Sphinx Obelisk B.V. (the Selling Shareholder). In this Offering Circular, the International Offering, together with the Egyptian Retail Offering (as defined below), is referred to as the Combined Offering, the term Shares refers to the Company’s issued ordinary shares and the term International Offer Shares refers to the Shares offered in the International Offering. The Combined Offering includes a domestic offering (the Egyptian Retail Offering) to the public in the Arab Republic of Egypt (Egypt) by the Selling Shareholder of 17,891,110 existing Shares (the Egyptian Retail Offer Shares, and together with the International Offer Shares, the Combined Offer Shares) at the offer price per share in the Combined Offering (the Offer Price).

This Offering Circular relates to the International Offering only. Egyptian retail investors should refer to and will be purchasing Shares solely in reliance on the public subscription notice to be issued in connection with the Egyptian Retail Offering (the Public Subscription Notice), and may not rely on this Offering Circular.

Offer Price: EGP 5.75 per Combined Offer Share

Investing in the Shares involves a high degree of risk. See “Risk Factors” beginning on page 9.

There is currently no market for the Shares. The Company received approval for its registration with the Financial Regulatory Authority (the FRA) on 11 March 2021 and its Shares were listed and admitted to trading on the Egyptian Exchange (the EGX) on 23 March 2021. Following registration at the FRA, the Company will proceed with listing its Shares on the EGX (the Listing). Unconditional dealings in the Shares are expected to commence on the EGX, subject to the fulfilment of certain requirements, on or about 7 April 2021. All dealings before the commencement of unconditional dealings will be on a “when issued” basis and will be of no effect if commencement of trading does not take place. Such dealings will be at the sole risk of the parties concerned. The International Offer Shares are expected to be delivered on or about 7 April 2021, subject to receipt of regulatory approvals. The International Offer Shares will be delivered in accordance with the relevant transfer and settlement procedures prescribed by the Capital Market Law and Misr for Central Clearing, Depository and Registry S.A.E. (MCDR) for the settlement of shares. See “Plan of Distribution”. Payment for the International Offering Shares must be made in EGP by the Closing Date which is expected to be on or about 7 April 2021.

On 11 December 2020, the Company, the Selling Shareholder and the Sole Global Coordinator (as defined below) entered into a share purchase commitment letter (as amended, the Share Purchase Commitment Letter) with the investor identified under “Plan of Distribution—Cornerstone Investor” (the Cornerstone Investor), pursuant to which the Cornerstone Investor has committed to purchase International Offer Shares in the International Offering, and the Selling Shareholder has agreed to sell, and procure the transfer of, International Offer Shares to the Cornerstone Investor at the Offer Price. The commitment of the Cornerstone Investor pursuant to the Share Purchase Commitment Letter amounts to USD 30 million. The Share Purchase Commitment Letter is conditional upon certain conditions being satisfied, including the closing of the International Offering, and will terminate automatically upon the earlier of (i) the termination of the Underwriting Agreement (as defined herein) and (ii) 10 April 2021 (or such other date as may be agreed among the Company, the Selling Shareholder, the Sole Global Coordinator and the Cornerstone Investor). For further detail, see “Plan of Distribution—Cornerstone Investor”.

This Offering Circular does not constitute an offer to sell, or the solicitation of an offer to buy, Shares in any jurisdiction where such offer or solicitation is unlawful. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The International Offer Shares are being offered (a) outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (Regulation S) and (b) in the United States to certain qualified institutional buyers (QIBs)asdefined in, and in reliance on, Rule 144A under the Securities Act (Rule 144A) or another exemption from the registration requirements of the Securities Act. Prospective investors are notified that sellers of the International Offer Shares may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. The International Offer Shares are not transferable except in accordance with the restrictions described under the section entitled “Selling and Transfer Restrictions”.

Sole Global Coordinator and Joint Bookrunner CI Capital Investment Banking Joint Bookrunners First Abu Dhabi Bank PJSC Renaissance Capital

The date of this Offering Circular is 28 March 2021. In this Offering Circular, the Company refers to Taaleem Management Services S.A.E. and the Group refers to the Company and its consolidated subsidiaries. Sole Global Coordinator refers to CI Capital Investment Banking. Joint Bookrunners refers to CI Capital Investment Banking, Renaissance Capital and First Abu Dhabi Bank. By accepting delivery of this Offering Circular, you agree to the following: The Company accepts responsibility for the contents of this Offering Circular and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular is, to the best of the Company’s knowledge, in accordance with the facts and contains no omission likely to affect its import. This Offering Circular is being furnished by the Company solely for the purpose of enabling prospective investors to consider the purchase of the International Offer Shares. No representation or warranty, express or implied, is made, nor any responsibility assumed, by any of the Joint Bookrunners or any of their affiliates or advisors as to the accuracy or completeness of any information contained in this Offering Circular, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by any of the Joint Bookrunners or any of their affiliates or advisors as to the past or the future. Any reproduction or distribution of this Offering Circular, in whole or in part, any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the International Offer Shares is prohibited, except to the extent that such information is otherwise publicly available. Each prospective investor, by accepting delivery of this Offering Circular, agrees to the foregoing. Each of the Joint Bookrunners is acting exclusively for the Company and the Selling Shareholder and no- one else in connection with the International Offering and will not be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the International Offering.

This Offering Circular is personal to each offeree and does not constitute an offer to any other person or to the public generally to purchase or otherwise acquire any Shares. In making an investment decision, prospective investors should rely on their own investigation and analysis of the Group and their own determination of the suitability of any such investment, with particular reference to their own investment objectives and experience and any other factors that may be relevant to such prospective investors in connection with an investment in the International Offer Shares. Any decision to buy International Offer Shares should be based solely on the information contained in this Offering Circular. No person has been authorized to give any information or to make any representations in connection with the Combined Offering other than those contained in this Offering Circular. If any such information is given or any such representations are made, such information or representations must not be relied upon as having been authorized by the Company or any member of the Group, the Selling Shareholder, the Joint Bookrunners or any of their respective affiliates, advisors or selling agents or any other person. At any time following the date of this Offering Circular, the information contained in this Offering Circular may no longer be correct and the Group’s business, financial condition or results of operations may have changed. No representation is made by the Company, or any member of the Group, the Selling Shareholder, the Joint Bookrunners or any of their respective representatives to prospective investors as to the legality of an investment in the International Offer Shares. Prospective investors should not construe anything in this Offering Circular as legal, business, financial, investment, tax or related advice. Prospective investors should consult their own advisors as to the legal, business, financial, investment, tax and related aspects of an investment in the International Offer Shares. This Offering Circular does not constitute or form part of an offer to sell, or a solicitation of an offer to buy, any security other than the International Offer Shares. The distribution of this Offering Circular and this offering of the International Offer Shares may, in certain jurisdictions, be restricted by law and this Offering Circular may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation. Persons into whose possession this Offering Circular comes are required by the Company, the Selling Shareholder, the Joint Bookrunners to inform themselves of and observe all such restrictions and obtain any consent, approval or permission required. None of the Company, any member of the Group, the Selling Shareholder or the Joint Bookrunners accepts any legal responsibility for any violation by any person, whether or not a prospective investor, of any such restrictions.

ii This Offering Circular does not constitute an advertisement or an offer of securities in Egypt. It is not intended to be and must not be distributed publicly and/or to, or for the benefit of, any person within Egypt except as may be permitted by Egyptian law. The Company, the Selling Shareholder and the Joint Bookrunners reserve the right to reject any offer to purchase the International Offer Shares in whole or in part and to sell to any prospective investor less than the full amount of International Offer Shares sought by such prospective investor. Save with respect to the Egyptian Retail Offering, no action has been or will be taken in any jurisdiction that would permit a public offering of the Combined Offer Shares or the possession, circulation or distribution of this Offering Circular or any other material relating to the Company or the Combined Offer Shares in any jurisdiction where action for that purpose is required. Accordingly, the Combined Offer Shares may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any other offering material or advertisements in connection with the Combined Offer Shares may be distributed or published in or from any country or jurisdiction except under circumstances that would result in compliance with any applicable rules and regulations of any such country or jurisdiction. The Joint Bookrunners are acting exclusively for the Company and the Selling Shareholder and no one else in connection with the Combined Offering and will not be responsible to any other person for providing the protections afforded to their respective clients or for providing advice in relation to the International Offering. In connection with the International Offering, the Joint Bookrunners and any of their respective affiliates acting as an investor for its own account may purchase the International Offer Shares and in that capacity may retain, purchase or sell for its own account such International Offer Shares or related investments and may offer or sell such International Offer Shares or other investments otherwise than in connection with the International Offering. Accordingly, references in this Offering Circular to the International Offer Shares being offered or placed should be understood as including any offering or placement of International Offer Shares to the Joint Bookrunners and any of their respective affiliates. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions other than in accordance with any legal or regulatory obligation to do so.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE COMBINED OFFERING, OR THE COMBINED OFFER SHARES OR DETERMINED IF THIS OFFERING CIRCULAR IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. STABILIZATION

There will be no Stabilization activities undertaken in connection with the International Offering. Although there is a Stabilization mechanism outlined below that is in accordance with Egyptian law, investors should note that this is different to what may be expected or what may have been observed in other developed and emerging market offerings. In connection with the Egyptian Retail Offering, CI Capital Investment Banking (the Stabilizing Manager) (or any agent or other person acting on behalf of the Stabilizing Manager) may, during the 30 day-period commencing on the first day of trading of the Shares on the EGX (the Stabilization Period), effect transactions in the Shares with a view to supporting or maintaining the market price of the Shares at a level higher than that which might have otherwise prevailed in the open market. The Selling Shareholder will finance an amount equal to 100% of the gross proceeds of the sale of the Egyptian Retail Offer Shares sold in the Egyptian Retail Offering at the Offer Price (the Stabilization Fund) and make such funds available to the Stabilizing Manager one business day prior to commencement of trading. During the Stabilization Period, purchasers of Egyptian Retail Offer Shares in the Egyptian Retail Offering may submit sell orders and the Stabilizing Manager will submit an open purchase order for Shares at the Offer Price, which will remain open until the end of the Stabilization Period. At the end of the Stabilization Period, the open purchase order submitted by the Stabilizing Manager will be matched with the sale orders and executed on the EGX. The Stabilizing Manager will, at the end of the Stabilization Period, remit to the Selling Shareholder any funds then remaining in the Stabilization Fund and will transfer to the Selling Shareholder any remaining Shares purchased during the Stabilization Period using the Stabilization Fund. The Stabilizing Manager will disclose any such Stabilization transactions to the EGX at the end of the Stabilization Period.

iii NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

This Offering Circular has been prepared on the basis that all offers of Combined Offer Shares will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. Accordingly, any person making or intending to make any offer within the EEA of the Combined Offer Shares should only do so in circumstances under which no obligation arises for the Company, the Selling Shareholder or the Joint Bookrunners to publish a prospectus for such offer. None of the Company, the Selling Shareholder or the Joint Bookrunners has authorized, or will authorize, the making of any offer of the Combined Offer Shares through any financial intermediary, other than offers made by the Joint Bookrunners which constitute the final placement of the Combined Offer Shares contemplated in this Offering Circular. In relation to each Member State of the EEA (each, a Relevant Member State), no Combined Offer Shares have been offered or will be offered pursuant to the Combined Offering to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Combined Offer Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation, except that offers of Combined Offer Shares may be offered to the public in that Relevant State at any time: * to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; * to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation) subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or * in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Combined Offer Shares require the Company or any Joint Bookrunner to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression “offer to the public” in relation to the Combined Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Combined Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Combined Offer Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129. Each person in a Relevant Member State who receives any communication with respect to, or who acquires any Combined Offer Shares under, the offers contemplated here in this Offering Circular will be deemed to have represented, warranted and agreed to and with the Company, the Selling Shareholder and each of the Joint Bookrunners that: (a) it is a qualified investor within the meaning of the Prospectus Regulation; and (b) in the case of any Combined Offer Shares acquired by it as a financial intermediary, as that term is used in the Prospectus Regulation, the Combined Offer Shares acquired by it in the Combined Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Regulation, or in the circumstances in which the prior consent of the representatives of the Joint Bookrunners has been given to the offer or resale or where Combined Offer Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of such Shares to it is not treated under the Prospectus Regulation as having been made to such persons. Solely for the purpose of the product governance requirements contained within (a) EU Directive 2014/65/ EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended (MiFID II), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process. As a result, it has been determined that the Offer Shares are (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and (b) eligible for distribution through all distribution channels as are permitted by MiFID II (the

iv Target Market Assessment). Notwithstanding the Target Market Assessment, the price of the Offer Shares may decline and investors could lose all or part of their investment. The Offer Shares offer no guaranteed income and no capital protection, and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Combined Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners in the International Offering will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares. Each distributor is responsible for undertaking its own target market assessment with respect to the Offer Shares and determining appropriate distribution channels.

NOTICE TO INVESTORS IN THE UNITED KINGDOM

No Combined Offer Shares have been offered or will be offered pursuant to the Combined Offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Combined Offer Shares which has been approved by the Financial Conduct Authority, except that the Combined Offer Shares may be offered to the public in the United Kingdom at any time: (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or (c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (FSMA), provided that no such offer of the Combined Offer Shares shall require the Company or any Joint Bookrunner to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Combined Offer Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Combined Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Combined Offer Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Each Person in the United Kingdom who receives any communication with respect to, or who acquires any Combined Offer Shares under, the offers contemplated here in this Offering Circular will be deemed to have represented, warranted and agreed to and with the Company, the Selling Shareholder and each of the Joint Bookrunners that: (a) it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation; (b) in the case of any Combined Offer Shares acquired by it as a financial intermediary, as that term is used in the Prospectus Regulation, the Combined Offer Shares acquired by it in the Combined Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than qualified investors, as that term is defined in the UK Prospectus Regulation, or in the circumstances in which the prior consent of the representatives of the Joint Bookrunners has been given to the offer or resale or where Combined Offer Shares have been acquired by it on behalf of persons in the United Kingdom other than qualified investors, the offer of such Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and (c) it is (1) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the FPO), (2) a high net worth entity, or other person, falling within Articles 49(2)(a)-(d) of the FPO, or (3) a person to

v whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in connection with Combined Offering may otherwise lawfully be communicated or caused to be communicated

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

Because of the following restrictions, purchasers in the United States are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of International Offer Shares. None of the Shares have been or will be registered under the Securities Act or with any securities authority of any state of the United States, and the Shares may not be offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The International Offer Shares are only being offered pursuant to exemptions from, or in transactions not subject to, registration under the Securities Act, including (a) in the United States only to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A or another exemption from the registration requirements of the Securities Act, and (b) outside the United States only in offshore transactions, as defined in, and in accordance with, Regulation S. Prospective investors are hereby notified that sellers of the International Offer Shares may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A. A description of these and other restrictions on sales and transfers, and distribution of this Offering Circular, is set out in “Selling and Transfer Restrictions” in this Offering Circular. In addition, until 40 days after the commencement of the International Offering, an offer or sale of International Offer Shares within the United States by a dealer (whether or not participating in the International Offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

NOTICE TO PROSPECTIVE INVESTORS IN THE ARAB REPUBLIC OF EGYPT

The Shares may not be offered or sold in any form of general solicitation or general advertising or in a public offering in Egypt, unless the pre-approval of the FRA has been obtained. The Egyptian Retail Offer Shares shall be offered through the Public Subscription Notice to be approved by the FRA, to the general public, while Shares offered and sold in the International Offering may only be offered or sold in Egypt through a private placement to qualified investors in accordance with applicable Egyptian law and regulations including, without limitation, the applicable provisions of the Capital Market Law (CML)and the provisions of the FRA’s Directive No. 48 for the year 2019, as amended (FRA Directive No. 48). Each purchaser of the International Offer Shares offered in the private placement in Egypt will be deemed to have represented that it is a qualified investor within the meaning of the CML and the FRA Directive No. 48. In Egypt, qualified investors include: (a) an individual investor who owns liquidated assets with a value of EGP 5.0 million, and preferably having at least five years’ experience in markets and stock exchanges; (b) public legal persons which can be either insurance and pensions funds; or capital companies whose paid share capital shall not be less than EGP 1.0 million; or (c) Financial Institution(s). A “Financial Institution” shall mean any of the following entities : (a) Egyptian banks and the branches of foreign banks subject to the supervision of the Central Bank of Egypt (the CBE); (b) insurance and reinsurance companies; (c) companies whose object is to join in incorporating companies which issue securities or capital raising (investment banks); (d) companies and other entities undertaking the activities of stock markets; (e) bonds brokerage companies and primary dealers; (f) venture capital companies;

vi (g) central clearing, depository and registry companies; (h) real estate financing and refinancing companies; (i) financial leasing or factoring companies; (j) consumer financing companies; (k) microenterprises and/or small and medium enterprises financing companies; (l) investment funds; (m) private equity funds; (n) foreign banks and non-banking financial institutions operating outside Egypt, provided that they are subject to the supervision and control by an authority practicing similar competences to the CBE or the FRA, as the case may be; (o) Arab, regional and international financial institutions; (p) the National Postal Authority; (q) private insurance funds with more than EGP 100.00 million of investments; and (r) companies and private and public legal entities as decided by the board of directors of the FRA. The Financial Institution should satisfy one of following criteria by having: (i) a minimum equity rights book value of EGP 20.0 million; (ii) a minimum investment in securities in other joint-stock companies (excluding Shares or other securities relating to the Combined Offering) of EGP 10.0 million as of date of the Combined Offering; or (iii) a purpose including the subscription in securities within its licensed purposes.

AVAILABLE INFORMATION

For so long as the International Offer Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, furnish, on request, to any holder or beneficial owner of any restricted securities, or any prospective purchaser designated by any holder or beneficial owner, the information required to be delivered to those persons pursuant to Rule 144A(d)(4) under the Securities Act.

ENFORCEMENT OF ARBITRAL DECISIONS AND CIVIL LIABILITIES IN EGYPT

Each of the United States and Egypt is a party to the United Nations (New York) Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 (the New York Convention). Consequently, Egyptian courts should recognize and enforce in Egypt a valid arbitral award made in the United States or any other state that is a signatory to the New York Convention, on the basis of the rules of the New York Convention, subject to qualifications provided for in the New York Convention and compliance with Egyptian procedural regulations and arbitration law. However, in practice, it may be difficult to enforce arbitral awards in Egypt due to: * the relatively limited experience of Egyptian courts in enforcing international commercial arbitral awards; * the Egyptian courts’ inability or unwillingness to enforce such awards; or * legal grounds (for example, the concept of “public order”) or technical grounds (for example, the lack of capacity of the parties or the invalidity of an arbitration clause). In addition, the Company is an Egyptian joint stock company and the Company’s shareholders’ (the Shareholders) liability therein is limited to their respective capital contributions. All of the executive officers and most of the directors of the Company are residents of Egypt. All of the assets of the Group are located outside the United States, principally in Egypt. It may not be possible for investors to effect service of process within the United States upon the Company or such persons or to enforce against any of them judgments obtained in the United States courts predicated upon the civil liability provisions of the securities laws of the United States.

vii Enforcement of foreign judgments in Egypt is subject to the following conditions: (a) the foreign courts rendering the relevant judgment offer reciprocal treatment to judgments obtained in the courts of Egypt. If such reciprocal treatment is not offered by the court where judgment is obtained, then the Egyptian courts will re-examine the merits of the case in the same manner as that adopted by such courts; (b) the courts of Egypt are not exclusively competent to hear the dispute which constituted the object of the foreign judgment while the foreign courts are shown to have been competent to hear the dispute in accordance with their own respective laws; (c) the parties to the dispute were duly notified and properly represented in the proceedings; (d) the foreign judgment is final and conclusive in accordance with the relevant law; and (e) the foreign judgment does not conflict with a prior Egyptian judgment in the same case and is not contrary to public order or morality in Egypt and the order is technically sound in all respects. Judgments of the courts of the United States may not be enforceable in Egypt because there are no bilateral treaties between Egypt and the United States on the enforcement of judgments and the courts of the United States and therefore may be deemed not to offer reciprocal treatment to judgments obtained in the courts of Egypt. The rights of investors as shareholders may be affected by the laws of Egypt and investors may have difficulty effecting service of process on the Company or the Selling Shareholder or enforcing judgments obtained outside Egypt. Please see “Risk Factors—Risks Relating to Egypt—The enforceability in Egypt of foreign judgements against the Company or the Directors is subject to certain limitations”.

FORWARD-LOOKING STATEMENTS

This Offering Circular contains certain forward-looking statements. A forward-looking statement is any statement that does not relate to historical facts and events, and can be identified by the use of words and phrases like “according to estimates”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “intends”, “is of the opinion”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “to the knowledge of”, “will”, “would” or, in each case their negatives or other similar expressions, which are intended to identify a statement as forward-looking. This applies, in particular, to the Group’s strategy and objectives (as detailed in “Business—Strategy”), statements containing information on future financial results, plans, or expectations regarding the Group’s business and management, the Group’s future growth or profitability and general economic and regulatory conditions and other matters affecting the Group. Forward-looking statements reflect the current views of the Directors and the Group’s senior management team (Management) in relation to future events, are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. The occurrence or non-occurrence of an assumption could cause the actual financial condition and results of operations of the Group to differ materially from, or fail to meet expectations expressed or implied by, those forward-looking statements. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. The Group’s business is subject to a number of risks and uncertainties that could also cause a forward-looking statement, estimate or prediction to become inaccurate. These risks include: * developments, trends and conditions in the higher education markets in which the Group operates; * the Group’s ability to implement its strategies, plans and goals, including those in relation to its existing university campus and its planned engineering and humanities campus in Beni Suef, Upper Egypt, as well as its joint venture with Palm Hills Developments S.A.E. (Palm Hills), Egyptian International Higher Education S.A.E. (the Badya JV) formed to establish a new multi- faculty university and a foreign branch of an international university in Badya, West Cairo (Badya University); * the Group’s ability to maintain or increase student enrollment; * the Group’s ability to maintain or raise tuitions fees, housing subscription fees and other fees;

viii * the Group’s ability to maintain or increase utilization of its facilities; * changes in law, regulation, governmental policy and licensing requirements; * administrative fines or penalties, loss of licensing or permits or delisting of the Shares; * changes in the competitive environment in which the Group operates; * changes in political, social or economic conditions in Egypt and regionally; * the impact of war, terrorist activity or civil unrest; * changes in financial market conditions, market fluctuations or market downturns; * dependence on the Company’s Management; * the Group’s ability to implement its planned expansions and projects; * other factors discussed in more detail under “Risk Factors”; and * factors that are not known to Management or are not considered by Management to be material at this time. Accordingly, investors should not rely on the forward-looking statements in this Offering Circular and investors are advised to read this Offering Circular in its entirety, including in particular the following sections of this Offering Circular: “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These sections include more detailed descriptions of factors that might have an impact on the Group’s business, financial condition and the industry in which the Group operates. In light of these factors, the events described in the forward-looking statements in this Offering Circular may not occur. The forward-looking statements contained in this Offering Circular speak only as of the date of this Offering Circular. The Company does not give any assurance regarding the future accuracy of the opinions set forth herein or as to the actual occurrence of any predicted developments. Subject to the requirements of applicable law or the EGX Listing Rules regulating the listing and de-listing of securities on the EGX issued by virtue of the FRA board of directors decree No. 11 of 2014, as amended (the EGX Listing Rules) each of the Company, each member of the Group and the Joint Bookrunners expressly disclaims any obligation or undertaking to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Group’s actual results may differ from these forward- looking statements.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements The financial statements included in this Offering Circular consist of: * the audited special purpose consolidated financial statements of the Group as at and for the years ended 31 August 2020, 2019 and 2018 (the Annual Financial Statements); and * the audited special purpose interim consolidated financial statements of the Group as at and for the three-month period ended 30 November 2020 including unaudited comparative financial information for the three-month period ended 30 November 2019 (the Interim Financial Statements and, together with the Annual Financial Statements, the Group Financial Statements), each prepared in accordance with Egyptian Accounting Standards (EAS) and in light of the prevailing Egyptian laws. The Group Financial Statements have been audited in accordance with Egyptian Standards on Auditing and in light of the prevailing Egyptian laws by PricewaterhouseCoopers Ezzeldeen, Diab&Co., Public Accountants (PricewaterhouseCoopers), independent auditors, as stated in their auditors’ reports (which contain emphasis of matter paragraphs drawing attention to Note 2-A-1 to the Group Financial Statements describing the change in the Group’s financial year which resulted in Management’s preparation of the Group Financial Statements for inclusion in the Company’s Public Subscription Notice in connection with the Listing) included elsewhere in this Offering Circular.

ix The financial information included herein is prepared and presented in accordance with EAS. Certain differences exist between EAS and the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). “Appendix A—Summary of Significant Differences between IFRS and EAS” summarizes certain differences between EAS and IFRS that may be material. The Company has not prepared a complete reconciliation of its consolidated financial statements and related footnote disclosures between EAS and IFRS and has not quantified such differences. Accordingly, no assurance is provided that the summary of differences between IFRS and EAS is complete. In addition, EAS differs from generally accepted accounting principles in the United States (U.S. GAAP) and this Offering Circular does not attempt to identify any differences between EAS and U.S. GAAP. It is possible that the net effect of differences between the application of EAS and IFRS or EAS and U.S. GAAP, respectively, may be, individually or in the aggregate, material. If any reconciliation were performed or an attempt were made to quantify relevant differences between EAS and IFRS or EAS and U.S. GAAP as they apply to the Group, particular items could vary materially and adversely from the corresponding item as presented under EAS. In making an investment decision, a prospective investor must rely on its own examination of the Group, the terms of the Combined Offering, including without limitation the risks involved and the financial information included in this Offering Circular and should consult its own professional advisors for an understanding of the differences between EAS and IFRS or EAS and U.S. GAAP and how these differences might affect the financial information in this Offering Circular. As explained in Note 2-A-1 of the Group Financial Statements, the Extraordinary General Assembly of the Company held on 29 July 2019 resolved to change the Group’s financial year to begin on 1 September and end on 31 August (rather than beginning on 1 January and ending on 31 December) of each year because the revised financial year better reflects the Group’s annual operational cycle, given the Group’s principal business is in educational activities which are driven by the academic calendar. As a result of this decision and in preparation for the Listing, the Group issued the Annual Financial Statements, which include the audited special purpose consolidated financial statements of the Group as at and for the financial year ended 31 August 2018, which have been prepared retroactively on the basis of the new financial year. References to the “year ended 31 August 2018”, the “year ended 31 August 2019”, the “year ended 31 August 2020” and the “years ended 31 August 2018, 2019 and 2020” in this Offering Circular, unless otherwise indicated, are to the Group’s financial year, which is the 12 month period ended 31 August of each year.

Non-EAS Financial Measures This Offering Circular includes certain financial information which has not been prepared in accordance with EAS, IFRS or other generally accepted accounting principles. These include EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, working capital, working capital to operating revenue, gross profit margin, net profit margin, profit before tax margin, total cash conversion cycle and faculty margin. For more information on how each of these measures are calculated, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-EAS Financial Measures”. The Group presents EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, working capital, working capital to operating revenue, gross profit margin, net profit margin, profit before tax margin, total cash conversion cycle and faculty margin to enhance prospective investors’ understanding of its operating results and financial position. EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, working capital, working capital to operating revenue, gross profit margin, net profit margin, profit before tax margin, total cash conversion cycle and faculty margin are not required by, or presented in accordance with, EAS, IFRS, or other generally accepted accounting principles, and should not be considered by prospective investors as an alternative to profit for the period, net cash flows from operating activities or any other measures of the Group’s results of operations or liquidity derived in accordance with EAS. Management believes that, in particular, adjusted EBITDA, adjusted EBITDA margin are meaningful measures of the Group’s operating performance for investors because they assist in computing performance on a consistent basis between companies without regard to amortization and depreciation accounting methods, which can vary significantly depending on accounting methods applied. Prospective investors should not place undue reliance on any non-EAS financial measure contained in this Offering Circular. Additionally, the non-EAS financial measures disclosed herein may not be comparable to those disclosed by other companies because such terms are not uniformly defined. For a reconciliation of Adjusted EBITDA to operating profit, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-EAS Financial Measures”.

x Rounding Rounding adjustments have been made in calculating some of the financial information and percentages included in this Offering Circular. As a result, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them. Where used in tables, the figure “0” means that the data for the relevant item has been rounded to zero and the symbol “—” means that there is no data with respect to the relevant item.

Operating Data All operating data relating to the Group’s businesses, such as student enrollment figures, activities, applicant data, graduates, teaching staff and other employees, cited in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and elsewhere in this Offering Circular, were derived from the Group’s management accounts and information, which were not reviewed or audited by the Group’s independent auditors.

CURRENCY PRESENTATION

In this Offering Circular references to Egyptian pounds and EGP are to the lawful currency of The Arab Republic of Egypt; references to U.S. dollars or USD are to the lawful currency of the United States. All the amounts presented in the Group Financial Statements have been rounded off to the nearest million with one decimal point.

NO INCORPORATION OF WEBSITE

The Company’s website is www.taaleem.me. The information on that website (including any materials that are hyper-linked), and any other website mentioned in this Offering Circular or any website directly or indirectly linked to these websites has not been verified and does not form part of this Offering Circular, and investors should not rely on it.

MARKET AND INDUSTRY INFORMATION

Information relating to markets, market size, market share, market position, growth rates and other industry data pertaining to the business of the Group contained in this Offering Circular consists of internal estimates based on data reports compiled by professional organizations and analysts, on data from other external sources, including Euromonitor and the World Higher Education Database, and on the Group’s and Management’s knowledge of the markets that the Group serves. In many cases, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market-related analyses and estimates, requiring the Company to rely on internally developed estimates. While the Company has compiled, extracted and reproduced market or other industry data from external sources, including third parties or industry or general publications, it has not independently verified that data. Accordingly, neither a prospective investor nor any other person, firm or company may rely on the accuracy and completeness of that information. Similarly, while the Company believes its internal estimates to be reasonable, these estimates have not been verified by any independent sources, and the Company cannot assure potential investors as to their accuracy and a potential investor must not rely on them. For information related to Egypt, annual information is presented based on periods from 1 July through 30 June the financial year maintained by the government of the Arab Republic of Egypt (the Egyptian Government) for budgeting and official statistics. Some statistics are presented based on information provided by the Central Agency for Public Mobilization and Statistics of Egypt (CAPMAS), the Ministry of Higher Education (MoHE) and the CBE.

xi TABLE OF CONTENTS

Summary...... 1

Risk Factors ...... 9

Use of Proceeds...... 31

Dividends and Dividend Policy ...... 32

Capitalization ...... 34

Exchange Rate Information...... 35

Selected Financial Information...... 36

Management's Discussion and Analysis of Financial Condition and Results of Operations...... 39

The Arab Republic of Egypt...... 63

Industry Overview ...... 66

Business ...... 76

Management and Corporate Governance...... 104

Principal and Selling Shareholder...... 112

Related Party Transactions ...... 113

Regulatory Overview...... 114

Description of Share Capital and Applicable Egyptian Law ...... 117

Securities Market Information...... 124

Stock Exchange Trading Mechanisms ...... 126

Taxation ...... 127

Plan of Distribution ...... 134

Selling and Transfer Restrictions ...... 137

Settlement and Clearance on the EGX ...... 142

Legal Matters...... 143

Independent Auditors ...... 144

Index to Financial Statements ...... 145

Appendix A—Summary of significant differences between IFRS and EAS...... A-1

Appendix B—Glossary ...... B-1

xii SUMMARY

This summary highlights information contained elsewhere in this Offering Circular. Any decision to invest in the International Offer Shares should be based on consideration of this Offering Circular as a whole, including the section entitled “Risk Factors” and the Group Financial Statements. Overview The Group is one of the leading higher education providers in Egypt and operates Nahda University in Beni Suef, or NUB, the first and largest private university in Upper Egypt with approximately 6,270 enrolled students in the 2020/2021 academic year and a total faculty capacity of just over 11,000 across eight faculties including pharmacy, dentistry, medicine, physiotherapy, engineering, computer science, marketing and business administration and media. NUB’s medicine faculty is the largest private medicine faculty in Egypt and one of only five private medicine faculties nationwide. NUB’s location in the Beni Suef governorate provides students from Upper Egypt, a highly populous and underserved region of Egypt, as well as from Cairo, with access to a high quality private education. NUB’s existing campus spans over 75 thousand square meters and the Group has plans to build an additional campus to host NUB’s engineering and humanities faculties on a 27-acre plot of land about five kilometers from NUB’s current campus. NUB came under the management of the Company in 2016 and since then Management, led by Managing Director Mohamed El Rashidi and Chief Financial Officer Khaled Khater, has driven the turnaround of the business through challenging market conditions, significantly increasing the quality of NUB’s educational offering, improving the profitability of the university and developing a strategy to establish the future growth and success of the business. Since 2018, NUB has benefited from an exclusive partnership in Egypt with the Medical University of Vienna International, or MUVI, an internationally ranked university and one of the oldest medical universities in Europe. Together they have developed the curricula for both NUB’s medicine and dentistry faculties. The partnership with MUVI also includes a joint program for staff selection, training and assessment processes and cooperation with periodic audits of NUB’s medicine and dentistry faculties. Management believes this strategic partnership has significantly increased the quality of its medicine and dentistry faculties, helping to make these programs more attractive to applicants. The Group has entered into a joint venture, the Badya JV (incorporated on 1 February 2021), with Palm Hills, one of Egypt’s leading real estate developers, to establish Badya University on a new campus over a land area of 133 thousand square meters in Palm Hill’s Badya project, an integrated multi-use project currently under development in 6th of October City, West Cairo. Subject to final regulatory approvals, Management intends for Badya University to serve Greater Cairo and to be comprised of an Egyptian private university offering health sciences faculties and a foreign branch of a leading international university. Management expects Badya University to commence operations in the 2022/2023 academic year with an expected total faculty capacity of approximately 9,160 students (subject to required regulatory approvals). Since the Group took over the management of NUB in 2016, Management has increased the number of students enrolled by 34% from 4,683 for the 2015/2016 academic year to 6,273 for the 2020/2021 academic year. Annual student intake has also increased by 103% from 867 in the 2015/2016 academic year to 1,760 in the 2020/2021 academic year. Also under the Group’s Management, NUB has raised its average tuition fees by 130% from EGP 35,833 in the 2015/2016 academic year to EGP 82,269 for the 2020/2021 academic year. During the same period, the faculty capacity of NUB, in the aggregate, increased from 6,500 to just over 11,000. The addition of new faculties and higher quality educational offerings, as well as increases in both faculty capacity of existing faculties and total students enrolled, have enabled the Group to grow its revenues significantly despite recent political and economic challenges. The Group generated consolidated operating revenues of EGP 450.2 million, EGP 354.2 million and EGP 273.6 million in each of the financial years ended 31 August 2020, 2019 and 2018, respectively, reflecting a CAGR of 28% over the three-year period, including the launch of NUB’s new medicine faculty and tuition fee increases reflecting the enhanced quality of NUB’s educational offering. The Group generated consolidated operating revenues of EGP 134.8 million in the three-month period ended 30 November 2020 compared to EGP 133.9 million for the three-month period ended 30 November 2019. As of 30 November 2020, the Group had 1,047 employees. Competitive Strengths Management believes that the Group benefits from the following key strengths: * Established the first and largest private university in Upper Egypt;

1 * Operates Egypt’s largest private medicine faculty; * Delivers a high quality education across multiple, high-demand faculties at affordable tuition rates; * Enjoys solid financial performance resulting from a strong cash position and an unlevered balance sheet; * Benefits from Egypt’s demographic profile that is generating increased demand for higher education and strong growth potential in the higher education market; and * Led by a strong management team with a proven track record in the field of higher education. For more information, see “Business—Competitive Strengths”. Strategy Management believes the key elements of the Group’s strategy are as follows: * Focus on faculties generating industry leading margins at affordable tuition rates; * Build on its existing partnership with MUVI in Egypt; * Expand its educational offerings by establishing new faculties, facilities and partnerships; * Establish Badya University; and * Provide enhanced student development activities. For more information, see “Business—Strategy”.

2 Summary of the Combined Offering

This Offering Circular relates to the International Offering only. Prospective Egyptian retail investors may not rely on this Offering Circular and should instead refer to the Public Subscription Notice to be issued in connection with the Egyptian Retail Offering. All information included in this Offering Circular relating to the Egyptian Retail Offering has been included for informational purposes only.

Company...... Taaleem Management Services S.A.E.

Selling Shareholder...... Sphinx Obelisk B.V.

Sole Global Coordinator...... CI Capital Investment Banking

Joint Bookrunners...... CI Capital Investment Banking, Renaissance Capital and First Abu Dhabi Bank

International Offering ...... The offering of 339,931,090 International Offer Shares by the Selling Shareholder by way of a private placement (a) to investors outside the United States in a number of countries, including Egypt, in reliance on Regulation S, and (b) in the United States to QIBs in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. The International Offering includes a private placement of existing Shares in Egypt in reliance on the CML, its Executive Regulations and FRA Directive No. 48.

Egyptian Retail Offering...... The offering of 17,891,110 Egyptian Retail Offer Shares by the Selling Shareholder in a domestic offering to the public in Egypt, under the CML, its Executive Regulations and the regulations of the FRA (including FRA Directive No. 48) and the EGX pursuant to Egyptian law. The number of Egyptian Retail Offer Shares set out herein may decrease if the Right of Reallocation is exercised.

Combined Offering...... The International Offering and the Egyptian Retail Offering.

Offer Price ...... EGP 5.75 per Combined Offer Share.

Right of Reallocation...... The right of the Sole Global Coordinator to reallocate Shares from the Egyptian Retail Offering to the International Offering and vice-versa, subject to obtaining required regulatory approvals.

Pricing Date...... 28 March 2021

Closing Date ...... 7 April 2021

Cornerstone Investor...... On 11 December 2020, the Company, the Selling Shareholder and the Sole Global Coordinator received a Share Purchase Commitment Letter from the Cornerstone Investor identified under “Plan of Distribution—Cornerstone Investor”, pursuant to which the Cornerstone Investor has committed to purchase International Offer Shares in the International Offering, and the Selling Shareholder has agreed to sell, and procure the transfer of, International Offer Shares to the Cornerstone Investor at the Offer Price. The commitment of the Cornerstone Investor pursuant to the Share Purchase Commitment Letter amounts to USD 30 million. The Share Purchase Commitment Letter is conditional upon certain conditions being satisfied, including the closing of the Combined Offering, and will terminate automatically upon the earlier of (i) the termination of the Underwriting Agreement (as defined herein) and (ii) 10 April 2021 (or such other date as may be agreed among the Company, the Selling Shareholder, the Sole Global Coordinator and the Cornerstone Investor). Furthermore, the Share Purchase Commitment Letter will be terminated in the event of the occurrence of any significant adverse change in the financial or trading position of the Company. In addition, in the event that the valuation of the Company exceeds the investment limits determined by the Cornerstone Investor and set out in the Share Purchase Commitment Letter, the Cornerstone Investor’s commitment shall be subject to reconfirmation thereby. For further detail, see “Plan of Distribution—Cornerstone Investor”.

Stabilization...... There will be no Stabilization activities undertaken in connection with the International Offering.

In connection with the Egyptian Retail Offering, CI Capital Investment Banking (the Stabilizing Manager) (or any agent or other person acting on behalf of the Stabilizing Manager) may effect transactions in the Shares with a view to supporting or maintaining the market price of the Shares at a level higher than that which might have otherwise prevailed in the open market. The Selling Shareholder will finance the Stabilization Fund with an amount equal to 100% of the gross proceeds of the sale of the Egyptian Retail Offer Shares sold in the Egyptian Retail Offering at the Offer Price, and make such funds available to the Stabilizing Manager one day prior to

3 commencement of trading. During the Stabilization Period (i.e. the period beginning on the date of the commencement of trading of Shares on the EGX and ending 30 days after that date), purchasers of Egyptian Retail Offer Shares in the Egyptian Retail Offering may submit sell orders and the Stabilizing Manager will submit an open purchase order for Shares at the Offer Price, which will remain open until the end of the Stabilization Period. At the end of the Stabilization Period, the open purchase order submitted by The Stabilization Manager will be matched with the sale orders and executed on the EGX. The Stabilizing Manager will, at the end of the Stabilization Period, remit to the Selling Shareholder any funds then remaining in the Stabilization Fund and will transfer to the Selling Shareholder any remaining Shares purchased during the Stabilization Period using the Stabilization Fund. If some or all underlying direct or indirect shareholders of the Selling Shareholder had, subject to obtaining the required regulatory approvals, exchanged their shares in the Selling Shareholder for that number of Shares represented by their proportionate interest in the Selling Shareholder before the lapse of the Stabilization Period, the abovementioned funds and/ or Shares will be transferred to the Selling Shareholder and/or such underlying direct or indirect shareholders pro-rata to their respective shareholdings in the Company following such exchange.

The Stabilizing Manager will disclose any such Stabilization transactions to the EGX at the end of the Stabilization Period.

Voting Rights and Ownership...... Shareholders are entitled to receive notice of and attend general meetings of the Company. Shareholders are entitled to one vote for each Share registered in their name.

Taxation ...... For a discussion of certain Egyptian and United States federal tax consequences of purchasing and holding the Shares, please see “Taxation”.

Under current Egyptian law, dividends paid by the Company with respect to the Shares are subject to Egyptian dividend withholding taxes at 10%, however, following the Listing, dividends paid by the Company to its Shareholders will be subject to withholding tax at a rate of 5% of the distributed dividend. Further, following the Listing, capital gains realized from the sale of the Shares by non-residents will be exempt from capital gains taxes, while tax residents’ capital gains will be subject to a 10% capital gains tax which will be postponed until 31 December 2021. Please see “Taxation—Egyptian Taxation”.

Use of Proceeds...... All of the proceeds from the Combined Offering will be received by the Selling Shareholder. The Selling Shareholder expects to receive net proceeds from the Combined Offering of approximately EGP 2,057.5 million, after the deduction of fees, commissions and other expenses.

The Company has agreed to pay fees, commissions and other expenses incurred in connection with the Combined Offering up to a maximum of EGP 75 million. The total fees, commissions and other expenses incurred in connection with the Combined Offering are not expected to exceed EGP 75 million.

Payment and Settlement ...... It is expected that settlement of the Shares will occur on the Closing Date. The transfer of Shares to prospective purchasers of such Shares will be affected in accordance with the relevant transfer and settlement procedures prescribed by the EGX, the FRA and the MCDR for the transfer of shares on the EGX.

Delivery of the Shares sold by the Selling Shareholder will be made in accordance with the clearance and settlement systems of the EGX and MCDR.

The International Offer Shares are being offered by the Joint Bookrunners subject to receipt and acceptance and subject to their respective right to reject any order in whole or in part.

Listing and Trading of Shares ...... The Company received approval for its registration with the FRA on 11 March 2021 and its Shares were listed and admitted to trading on the EGX on 23 March 2021. Trading in the Shares on the EGX is expected to commence on or about 7 April 2021 (with the possibility of extension by the FRA at its sole discretion) and only upon the satisfaction of certain conditions set forth in the EGX Listing Rules, including without limitation, completion of the Combined Offering. Prior to the Combined Offering, there has been no market for the Shares and the Shares have not been traded on the EGX.

EGX trading symbol for the Shares: TALM.CA

ISIN: EGS597R1C017

4 Restrictions on Transfer of Shares ...... The Shares will be subject to certain restrictions on transfer. All transfers of Shares must be transacted on the EGX through a registered broker. Please see “Selling and Transfer Restrictions”.

Lock-up...... Pursuant to the EGX Listing Rules, and subject to certain limited exceptions, the Company is required to lock up 51% of the Shares held by the principal shareholders holding 10% or more (whether directly or through related parties) for the later of 24 months or two full financial years following commencement of trading of the Shares. In the event the locked up shares represent less than 25% of the Company’s issued share capital, the remaining percentage to 25% shall be completed by board of directors’ shareholding among other shareholders (the Mandatory Lock-up). During the Mandatory Lock-up period, the Company can increase its share capital; however, the percentage of locked-up Shares cannot decrease during this period, except for any free shares resulting from such capital increases. The Selling Shareholder will comply with the Mandatory Lock-up requirement following completion of the Combined Offering.

Any transfers of Shares to the Selling Shareholder’s underlying shareholders effected by the Selling Shareholder following the Combined Offering will result in those shareholders holding Shares which will be locked up for the period of the Mandatory Lock-up.

In addition, the Company has agreed that for a period of 180 days from the date of the Underwriting Agreement, it will not (whether directly or indirectly), without the prior written consent of the Sole Global Coordinator, issue, offer, pledge, sell, contract to sell or otherwise dispose of any ordinary shares (including treasury shares) or securities convertible into ordinary shares, subject to an exception for any shares issued pursuant to an employee stock option plan.

Risk Factors ...... An investment in the Shares involves a high degree of risk. Prospective investors should consider carefully the risks and other information contained in this Offering Circular prior to making any investment decision. The risks described in this Offering Circular could have a material adverse effect on the Group’s business, financial condition or results of operations and on the value of the Shares. Please see “Risk Factors”.

5 Summary Financial Information

The following summary financial information should be read together with the other information contained in this Offering Circular, including the information contained in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the Group Financial Statements included elsewhere in this Offering Circular. This financial information is historical and is not indicative of results to be expected in any future period. The following summary financial information has been derived from the Group Financial Statements included elsewhere in this Offering Circular. Please see “Presentation of Financial and Other Information—Financial Statements” for more information. EAS differs from IFRS. For a description of significant differences between EAS and IFRS, please see “Appendix A—Summary of Significant Differences between IFRS and EAS”. CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the three-month period ended 30 November For the year ended 31 August

2020 2019 2020 2019 2018

(EGP in thousands) Operating revenue...... 134,796.4 133,855.3 450,235.4 354,248.6 273,586.0 Operating costs...... (44,396.2) (39,467.0) (156,127.0) (136,088.6) (109,822.4)

90,400.2 94,388.3 294,108.4 218,160.0 163,763.6 General and administrative expenses… ...... (32,713.0) (25,815.4) (106,438.0) (92,784.5) (95,731.5) Provisions formed ...... ——(1,000.0) (571.2) (1,390.5) Other income…...... 8,122.8 912.6 2,269.8 3,412.7 2,424.9

Operating profit ...... 65,810.0 69,485.5 188,940.2 128,216.9 69,066.5 Finance income – net...... 9,618.2 4,809.4 15,739.6 16,864.1 15,960.6 Profit before tax ...... 75,428.2 74,294.9 204,679.8 145,081.0 85,027.1 Current tax (expense)/income...... (17,146.1) (16,987.8) (60,435.3) (36,039.6) (21,269.6) Deferred tax expense.…...... (165.6) (1,232.7) (200.6) 1,117.4 (1,490.3) Profit for the period/year ...... 58,116.4 56,074.5 144,043.9 110,158.9 62,267.2

Profit is attributable to...... Owners of the parent company...... 57,798.3 55,397.4 142,387.8 110,077.1 61,734.1 Non-controlling interests...... 318.1 677.1 1,656.2 81.8 533.1

Profit for the period/year ...... 58,116.4 56,074.5 144,043.9 110,158.9 62,267.2

Basic and diluted earnings per share…...... 0.71 1,994 4.10 4,110 1,970

6 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 November As at 31 August

2020 2020 2019 2018

(EGP in thousands) Non-current assets ...... Fixed assets ...... 661,619.8 651,326.1 503,454.0 431,896.3 Intangible assets ...... 522,274.7 522,326.7 522,606.8 521,814.0 Trade and other receivables...... 16,976.1 17,118.4 17,690.6 —

Total non-current assets...... 1,200,870.6 1,190,771.2 1,043,751.4 953,710.3

Current assets...... Inventories..…...... 5,023.0 5,058.9 6,485.3 6,865.3 Trade and other receivables...... 28,605.5 21,743.0 32,177.9 26,650.3 Due from related parties...... — 3,499.0 3,659.6 8,684.3 Cash and bank balances...... 109,125.8 172,411.8 275,119.4 207,787.2

Treasury bills...... 252,628.9 156,668.0 ——

Total current assets...... 395,383.3 359,380.6 317,442.2 249,987.1

Total assets...... 1,596,253.9 1,550,151.8 1,361,193.6 1,203,697.4

Equity...... Paid up capital ...... 730,250.0 730,250.0 250.0 62.5 Legal reserve .…...... 1,495.2 125.0 125.0 125.0

Retained earnings...... 285,320.4 351,770.6 226,677.0 129,084.4

Capital and reserves attributable to owners of the parent company ...... 1,017,065.6 1,082,145.6 227,052.0 129,271.9

Non-controlling interests...... 9,185.9 8,867.8 7,557.5 7,443.2

Total equity ...... 1,026,251.5 1,091,013.4 234,609.5 136,715.1

Non-current liabilities...... Deferred tax liabilities...... 100,316.8 100,151.1 99,950.5 101,068.0

Trade and other payables...... 40,599.1 54,132.2 ——

Total non-current liabilities...... 140,915.8 154,283.4 99,950.5 101,068.0

Current liabilities ...... Provisions...... 5,623.6 5,623.6 738,802.9 739,622.2 Trade and other payables...... 173,768.1 74,150.7 47,882.6 37,692.9 Deferred revenue...... 186,500.4 178,999.5 210,952.5 156,375.2 Due to related parties...... — 32.9 32.9 10,468.3

Current income tax liability...... 63,194.5 46,048.4 28,962.7 21,755.5

Total current liabilities...... 429,086.5 304,855.1 1,026,633.6 965,914.2

Total liabilities and equity...... 1,596,253.9 1,550,151.8 1,361,193.6 1,203,697.4

7 CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month period ended 30 November For the year ended 31 August

2020 2019 2020 2019 2018

(EGP in thousands) Cash flows from operating activities Profit before tax ...... 75,428.2 74,294.9 204,679.8 145,081.0 85,027.1 Adjustments for: Depreciation ...... 11,224.9 9,302.5 41,886.9 37,307.6 32,805.8 Amortization...... 52.0 76.4 280.1 183.0 97.5 Impairment of payment under investment ...... ————14,192.0 Provisions formed ...... ——1,000.0 571.2 1,390.5 Provisions used ...... ——(3,915.8) (1,390.6) — Impairment of due from related party...... 745.0 1,603.1 4,588.1 6,808.8 — Impairment of trade and other receivables...... ——22.3 1,653.8 159.2 Write off trade and other receivables ...... ———(207.7) — Gain on sale of fixed assets...... ———(269.9) — Interest income...... (9,597.1) (5,148.1) (16,383.7) (17,527.6) (15,956.3) Interest expenses ...... ————0.2 Income tax paid ...... ——(43,349.6) (28,832.4) (17,702.0)

Operating cash flows before changes in assets and liabilities ...... 77,853.0 80,128.8 188,808.0 143,377.2 100,014.0

Changes in current and non-current assets and liabilities...... Inventories.…...... 35.8 (425.4) 1,426.4 380.0 (1,059.9) Trade and other receivables...... (6,720.3) (26,696.0) 10,934.1 (25,930.7) (12.699.6) Due from related parties ...... 2,754.0 (2,397.6) (4,427.5) (1,784.0) (4,616.5) Trade and other payables...... (24,183.6) 5,514.2 80,400.3 10,189.7 14,746.2 Deferred revenue...... 7,500.9 (87,895.6) (31,953.0) 54,577.2 33,617.2 Due to related parties...... (32.9) (10,435.5) 29.4 Income tax paid ...... — (413.1) ———

Net cash flows generated from operating activities 57,206.9 (32,184.8) 245,188.4 170,373.9 130,030.9

Cash flows from investing activities Payments to purchase fixed assets ...... (21,518.6) (17,694.1) (189,759.0) (108,935.9) (95,563.7) Payments to purchase intangible assets...... ———(975.8) (769.8) Payments to acquire investments in subsidiaries ...... ————(30.0) Proceeds from amounts paid under investments...... ————5,763.4 Proceeds from sales of fixed assets...... — - — 340.5 — Interest income...... 9,597.1 3,576.0 16,434.6 18,794.0 16,590.4

Net cash flows used in investing activities...... (11,921.5) (14,118.1) (173,324.4) (90,777.1) (74,009.8)

Cash flows from financing activities...... Capital increase...... ——730,000.0 220.0 — Settlement of deferred consideration for the acquired subsidiary ...... ——(730,263.5) —— Profit Share distribution to employees ...... (7,756.1) — (7,336.6) (12,484.5) — Acquisition of non-controlling interests...... — (32.5) (2,032.5) —— Tax on dividends related to distribution to shareholders...... (4,854.5) — (8,271.0) ——

Net cash flows used in financing activities...... (12,610.5) (32.5) (17,903.5) (12,264.5) —

Net change in cash and cash equivalents during the year...... 32,674.9 (46,335.3) 53,960.4 67,332.2 56,021.2 Cash and cash equivalents at the beginning of the year 328,80.0 274,919.4 274,919.4 207,587.2 151,566.0

Cash and cash equivalents at the end of the year . 361,554.7 228,584.1 328,879.8 274,919.4 207,587.2

Represented in: Cash at banks...... 109,125.8 228,784.1 172,411.8 275,119.4 207,787.2 Coverage of a guarantee letter...... (200.0) (200.0) (200.0) (200.0) (200.0) Treasury Bills: less than 3 months...... 252,628.9 — 156,668.0 ——

361,554.7 228,548.1 328,879.8 274,919.4 207,587.2

8 RISK FACTORS

Investing in the Shares involves a high degree of risk. Prospective investors should consider carefully the risks described below and the other information included in this Offering Circular prior to making any decision as to whether to invest in the Shares. Should any of the following risks occur, they could have a material adverse effect on the Group’s business, financial condition and results of operations. The description of risks below does not purport to be exhaustive. Additional risks and uncertainties that are currently unknown to, or considered immaterial by, the Group may also have a material adverse effect on the Group’s business, financial condition and results of operations. If any of the risks that Management currently believes to be material actually occurred, or if any other risks that Management have not identified or that they currently consider not to be material occur or become material risks, the trading price of the Shares could decrease and investors may lose all or part of their investment. The risks and uncertainties that are described below are not presented in any assumed order of priority relating to significance or likelihood of occurrence. It is not possible to quantify the significance to the Group of each individual risk factor as each of the risk factors mentioned below may materialize to a greater or lesser degree and have a material adverse effect on the Group’s business, financial condition and results of operations.

Risks Relating to Egypt The Covid-19 pandemic continues to significantly impact the global and Egyptian economies and disrupt financial markets, which may materially and adversely affect the Group’s business and results of operations. The Coronavirus disease (Covid-19) was first identified in Wuhan, Hubei Province, China in late 2019 and has since spread to many countries around the world, including Egypt. In March 2020, the World Health Organization declared the Covid-19 outbreak a pandemic and the United States, certain EU countries and countries in the Middle East began imposing travel restrictions, as well as other restrictions intended to reduce in-person interactions and slow the spread of Covid-19. Public health authorities and governments at local, national and international levels have implemented various measures to respond to the pandemic. While the measures being taken have been evolving rapidly and have varied among jurisdictions, they have in most cases involved restrictions on movement (including in many cases unprecedented so-called “lockdowns”) and the closure of some or all discretionary services for intermittent and/or extended periods, which in many jurisdictions have fundamentally changed how people work, travel, and spend their free time, as well as their consumption habits, as compared to prior to the pandemic. These measures have significantly reduced economic activity. It is currently unclear how long these restrictions will be in place and what their ultimate impact will be on global and local economies, particularly with the second wave of the outbreak in various parts of the world during the second half of 2020 and the first quarter of 2021. To date, the Covid-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in temporary closures of many businesses and the introduction of social distancing and isolating requirements in many states and communities. In Egypt, since the outset of the Covid-19 pandemic, the Egyptian Government has introduced a number of policies aimed at responding to the spread of the virus, as well as financial measures aimed at mitigating the potential economic impact of the crisis. The measures taken by the Egyptian Government to combat the Covid-19 pandemic in 2020 included prolonged workplace closures, the closure of all schools and universities, in-dining restaurants, churches, mosques and their attachments, the cancelation of cultural events and touristic trips, closure of all airports and air travel, including the suspension of international flights, and a night-time curfew. Further, in January 2021, in an effort to contain the outbreak of Covid-19 and reduce its negative economic impact, the Egyptian President, Abdel-Fattah Al-Sisi, announced the beginning of the Covid-19 vaccination roll-out, giving priority to the country’s frontline workers and medical staff. The next stage of the vaccination roll-out will include patients suffering from chronic diseases and elderly citizens. The Egyptian Government has also launched a website through which citizens can check the availability of the vaccine and register to be immunized. Egypt was the first country in Africa to launch its vaccination campaign against Covid-19 and is looking to expand its supply of Covid-19 vaccines to more actively contain the outbreak. Egypt currently has a

9 relatively diverse pool of sources from which it is receiving Covid-19 vaccines. Egypt has received 350,000 doses of the Chinese Sinopharm vaccine in two batches since December 2020, which was tested and approved by the Egyptian Drug Authority to ensure its safety. In addition, Egypt received 50,000 doses of a vaccine developed by AstraZeneca in February. On 24 February 2021, the Egyptian Drug Authority approved Russia’s Sputnik V vaccine for emergency use. The Egyptian Government has also announced it is hoping to receive vaccines through the COVAX facility, a global initiative aimed at providing equitable distribution of vaccines, in the coming weeks. Notwithstanding Egypt’s vaccination rollout, the crisis has impacted virtually all sectors of Egypt’s economy to varying degrees, and there can be no assurance as to when the various economic sectors will return to pre-crisis levels of activity. In addition, no prediction can be made as to the scope or the scale of systemic changes to Egypt’s economy that will result from the crisis. Preliminary data from the CBE shows that real GDP growth for the 2019/2020 financial year was 3.6%, as compared to 5.6% for the first half of the fiscal year, while real GDP growth for the 2020/21 financial year is projected at 2.8%, compared to 1.3% for the first quarter of the fiscal year. The CBE has attributed this decline in growth to the COVID-19 pandemic and its accompanying restrictions. The pandemic has also produced an increase in unemployment in Egypt, the overall scale of which remains unclear. Unemployment in Egypt increased from 7.5% in June 2019 to 9.6% in June 2020. Although unemployment declined to 7.3% in the first quarter of 2021 as a result of the gradual easing of the precautionary measures taken by Egypt to limit the spread of Covid-19 and the return to normal daily activities during the fourth quarter of 2020, should Egypt experience another increase in unemployment in the future as a result of further precautionary measures in relation to the Covid-19 pandemic (or for any other reason), there may be social dislocation and unrest. In addition, it cannot be determined what impact the crisis will have on inflation, indebtedness, domestic demand, private consumption, private investment, investor outflows, foreign reserve levels, foreign exchange rates and other macro-economic indicators in addition to GDP and unemployment. Given the uncertainty of the lasting effect of the Covid-19 pandemic and Egypt’s measures to mitigate its effects, the financial impact on Egypt’s economy cannot be determined, but the Egyptian Government has estimated the impact to be material and adverse. Consequently, the emergence of Covid-19 poses a new risk to the fiscal position of Egypt. The Covid-19 pandemic has had and continues to have a significant negative economic impact on the Egyptian economy and those of its neighbors and trading partners, the extent of which will depend primarily on the duration of restrictions in place and the success of the vaccination roll-outs in each country. The longer the Covid-19 pandemic continues, the more adverse and severe the impact, and the more difficult the subsequent economic recovery will be. Depending on how the pandemic progresses, it could cause long lasting damage in the most affected sectors, and may result in a significant loss in consumer spending capacity, which could negatively impact the Group’s industry as well as the Group’s business, financial condition and results of operations. For additional information regarding the impact Covid-19 has had on the Group, please see “—Risks Relating to the Group’s Business Activities and Industry—The effects of the Covid-19 pandemic have had and could have a further negative impact on the Group’s activities, including its ability to provide its students with its educational and related services and the execution of its expansion strategy as planned.”

Political conditions may adversely affect the Egyptian economy and as a result, the Group’s business and results of operations. A substantial majority of the Group’s operations are conducted in Egypt and a substantial majority of the Group’s operating revenues are derived from students in Egypt. Accordingly, the Group’s results of operations and financial condition are and will continue to be affected by Egyptian political, social and economic factors. Since the widespread protests against the Hosni Mubarak regime, which led to Mr. Mubarak’s resignation as president in early 2011 (the Egyptian Revolution), Egypt has experienced periods of protest, violence and political unrest, which have led to significant economic disruption. Following the Egyptian Revolution, the Supreme Council of the Armed Forces assumed power, suspending the constitution until democratic elections were held in mid-2012. In those elections Mohamed Morsi, the Muslim Brotherhood affiliated Freedom and Justice Party candidate, was elected as president. In July 2013, after further widespread protests and unrest calling for the ousting of President Morsi, he was ousted by the Supreme Council of the Armed Forces and replaced by the Chief Justice of the Supreme Constitutional Court, Adly Mansour, as interim president of Egypt as per the Egyptian constitution at that time. In January 2014, a new constitution,

10 prepared by a panel of judges and legal scholars, was adopted by referendum. Following the adoption of the new constitution, Egypt held presidential elections in May 2014 and its current president, Abdel Fattah Al- Sisi, was elected. President Al-Sisi assumed office on 8 June 2014. Parliamentary elections subsequently took place in late 2015. In January 2016, the Egyptian House of Representatives held its first session, the first parliamentary session in over three years. Shortly thereafter, the Egyptian House of Representatives approved a program of structural reforms presented to it by the Egyptian Government. The program, which the Egyptian Government is pursuing, is intended to restore macroeconomic stability and promote inclusive growth in the country aided by on-going financial support from multilateral creditors such as the International Monetary Fund (IMF). Presidential elections were again held in Egypt in March 2018. President Al-Sisi was re-elected for a second four-year term, winning more than 97% of the vote. In February 2019, Egypt’s Parliament approved a motion proposing certain amendments to the constitution, including extending the presidential term to six years, adopting a two consecutive term limit for the president and changing the appointment process for various entities within the Egyptian judiciary. The proposed amendments were approved by a constitutional referendum, held in April 2019. Despite the return of relative political stability in recent years, Egypt could experience further political and social instability, protests and violence. In September 2019, for example, protests took place across Cairo, Alexandria and certain other cities during which protestors demanded the removal of President Al-Sisi from power. Any further instability could, in turn, affect the Egyptian economy, as was the case in the years immediately following the Egyptian Revolution. There can be no assurance that incidents of political or social instability, protests or violence will not directly or indirectly negatively affect Egypt and its economy. Adverse economic conditions in Egypt may negatively impact demand for private higher education generally by limiting discretionary income or the appetite of many Egyptians to spend on private higher education, which in turn would negatively affect the level of operating revenue received by the Group from tuition and other fees.

Egypt is subject to inflation and interest rate risks, as well as risks associated with its fiscal deficit and debt levels, which could have an adverse effect on the Egyptian economy, and as a result, the Group’s business and results of operations. The Egyptian economy has experienced significant inflationary pressures over the last decade. Inflation, as measured by the consumer price index (CPI), was 10.4% in fiscal 2015, 13.7% in fiscal 2016, and 29.6% in fiscal 2017. In order to address high levels of inflation, the CBE has, among other actions, implemented a number of measures aimed at containing inflationary pressures. Between November 2016 and July 2017, the Monetary Policy Committee of the CBE raised benchmark policy rates by an aggregate of 700 basis points, although it subsequently lowered policy rates by an aggregate of 200 basis points during 2018, 450 basis points during 2019 and 400 basis points during 2020. In December 2020, the Monetary Policy Committee adjusted its inflation target to 7% +/- 2 percentage points on average by the fourth quarter of 2022, from a target of 9% +/- 3 percentage points on average in the fourth quarter of 2020 to combat future inflationary pressures. Due in part to these measures, as well as the stabilization of the Egyptian economy more generally, inflation has been declining, reaching 14.4% in fiscal 2018, 9.4% in fiscal 2019 and 5.6% in fiscal 2020. There can be no assurance, however, that an environment of high inflation will not return. The level of inflation may be affected by factors such as any future depreciation of the Egyptian pound, rising food and energy prices as a result of subsidy reform, volatility in global wheat harvests and an expected recovery in GDP growth rates as economic, fiscal and monetary reforms are implemented. Egypt’s fiscal deficit has increased since the Egyptian Revolution based on a number of factors. These fiscal deficits have led to increased levels of Governmental borrowing and in turn increased levels of public debt. Egypt has historically relied on multilateral and bilateral support to provide a significant portion of its public and external financing requirements. For example, in November 2016, the IMF approved a three-year extended fund facility for Egypt for an amount equivalent to 8.597 billion Special Drawing Rights, or SDRs, (approximately USD 12 billion). Egypt has also historically relied on financing from the World Bank, as well as other funding arrangements with bilateral and multilateral creditors. Disbursements of certain amounts under these arrangements are contingent on the completion of certain reforms and the satisfaction of other conditions precedent. If Egypt is unable to satisfy the conditions for disbursement in order to allow it to receive further arrangements with multilateral or bilateral creditors or is otherwise unable to borrow at an acceptable cost, it could have a material adverse effect on the Egyptian economy. A failure to control inflation or the inability of the Egyptian Government to receive further funding under its existing or new debt facilities could have a material adverse effect on Egypt’s economy and consequently levels of disposable income among consumers and, accordingly, demand for private university education. In

11 addition, periods of high inflation could adversely affect the Group’s costs, which, if not addressed with higher tuition fees, would also affect the Group’s margins and profitability. Such developments could have a material adverse effect on the Group’s business, financial condition and results of operations. Furthermore, the Value-Added Tax Law No. 67 of 2016 (as amended) (VAT Law) was implemented by the Egyptian Government to increase tax revenue and collection. The implementation of the VAT Law, in turn, led to the placing of upwards pressure on inflation in Egypt, which was already at record-high levels post- devaluation. Pursuant to the VAT Law, all local and imported goods and services, except those specifically exempted, are subject to a value-added tax (VAT). The goods and services subject to VAT are currently levied at 14%, subject to certain exceptions. There can be no assurance that the Egyptian Government will not further increase the VAT in the future which could have an adverse effect on the Egyptian economy and, accordingly, on the Group’s business, financial condition and results of operations.

Egypt has experienced several terrorist attacks, which have in the past adversely affected tourism, among other adverse consequences. In recent years, Islamic militants, including the so-called “Islamic State”, have operated in a number of countries in the region. In common with other countries in the Middle East, Egypt has experienced a number of terrorist attacks. Since the removal of President Morsi, terrorist attacks in North Sinai on Egyptian military checkpoints, in particular, have increased, resulting in the deaths of army soldiers and police personnel. In July 2015, the so-called “Islamic State” launched a wave of further attacks in North Sinai, which continued in 2016 and 2017. In response to these attacks and after attacks on two Coptic churches, President Al-Sisi declared a three-month state of emergency in April 2017 and ordered the deployment of the military across Egypt to protect vital infrastructure. Following further attacks, the state of emergency was subsequently extended. In December 2018, three tourists and a local guide were killed, and 11 others were injured when a bomb blast struck their bus near the Giza pyramids. Subsequently, 17 people were injured in an attack near the Giza pyramids in May 2019. The state of emergency has been repeatedly extended and most recently was extended in January 2021 for a further period of three months. These events have affected the Egyptian economy, and specifically the tourism sector, although tourism has been growing in recent periods, particularly prior to the Covid-19 pandemic. While combatting terrorism continues to be a priority of the Egyptian Government, there can be no assurance that extremists or terrorist groups will not continue violent activities in Egypt. Given the importance of the tourism sector to the Egyptian economy, any further terrorist attacks or similar events could adversely affect the Egyptian economy which in turn could likewise have a material adverse effect on the Group’s business, financial condition and results of operations.

Unrest in other regional or emerging markets could cause the Egyptian economy to suffer, which could have an adverse effect on the Group. Egypt is located in the Middle East and North Africa (MENA), a region that has been subject to ongoing political and security concerns, particularly in recent years. International investors’ reactions to events occurring in one “emerging market” country of the region sometimes appear to demonstrate a “contagion” effect, which can drive down the value of investments for the entire region or class of investment. If such a “contagion” effect occurs, Egypt and, in turn, the Group, could be adversely affected by negative economic, security or financial developments in other emerging market countries. Egypt has been adversely affected by “contagion” effects in the past, including as a result of political instability, violence and war in Syria, Tunisia, Sudan, Yemen and Libya, other recent events of volatility in the MENA region, as well as global events, such as the Eurozone crisis and the global financial crisis. The measures, or similar events which may occur in the future, could have an adverse effect on the region which could lead to an adverse effect on Egypt. For example, recent events in Iran might also lead to political unrest in the region. For example, in January 2020, General Qassem Soleimani, a major general in Iran’s Islamic Revolutionary Guard Corps and commander of its Quds Force, was killed by a US military airstrike at Baghdad International Airport. In retaliation, Iran launched 22 ballistic missiles at two military bases hosting US and allied troops in Iraq. These events have contributed to instability in the Middle East generally and there can be no assurance that this will not spill over into the broader MENA region. Similarly, the effects of the exit by the United Kingdom from the European Union (Brexit), the ongoing trade dispute between the United States and China, or a potential global recession are uncertain and could adversely impact the financial condition of the global economy, which in turn may adversely affect the Egyptian economy and the Group’s operations. Moreover, disruptions experienced in the international and various domestic capital markets in recent years have at times led to reduced liquidity and increased risk premiums for certain market participants, and emerging market countries, such as Egypt, may be particularly susceptible to these disruptions, reductions in

12 the availability of credit or increases in financing costs in Egypt, which could have a negative impact on the Group. There can be no assurance that economic and political conditions in the region, or emerging market countries more generally, will not have a material adverse effect on the Group’s business, financial condition and results of operations.

The Egyptian legal system and new legislation may create an uncertain environment for investment and business activity. Like other emerging market countries, the legal system in Egypt is in some respects still developing a framework to support a market economy and may be more likely to undergo changes than other more established jurisdictions. This may create uncertainties and ambiguities that do not exist in countries with more developed legal systems. The evolution of Egypt’s legal system and continuous issuance of new laws and amendment of existing laws and regulations, and the existence of certain ambiguities, inconsistencies or anomalies in the law, its interpretation, implementation and judicial practice may adversely affect businesses operating in Egypt or may impact the decision-making process with respect to investment. Enforcement of contractual rights through the courts may be subject to difficulties and delays. The foregoing may have an adverse effect on the Group’s ability to protect certain contractual rights, or to defend itself against certain claims by others, including challenges by regulatory and governmental authorities in relation to the Group’s compliance with applicable laws and regulations and could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group is subject to tax audits and investigations, and changes in tax laws or their interpretation could adversely affect the Group’s results of operations. The Group is subject to tax in Egypt. The Egyptian tax system is still developing and undergoing changes, and in particular experienced a number of changes during the transitional period that followed the Egyptian Revolution, and as a result, is subject to ambiguities, inconsistencies and anomalies that may not exist in countries with more developed economies. Consequently, the Group’s ability to deal with tax audits or investigations in a satisfactory manner or to defend itself against claims or challenges by tax authorities in relation to its compliance with applicable tax laws and regulations may be affected. The tax authorities in Egypt have up to five years from the date of submission of a tax declaration to initiate an audit on a company’s tax declaration and, once opened, they have an unlimited time in which to challenge a company’s tax position through such audit. Classified as a large taxpayer, the Group has been subject to routine annual tax audits and investigations in the past and expects to be the subject of such audits and investigations in the future. If the Group’s tax position is successfully challenged in an audit, it may be liable for additional tax, fines and penalties and if the tax rates or basis changes the Group may be subject to higher taxes than anticipated. Moreover, changes to the tax laws or practice, or in their application, may impact the Group’s profitability and financial position. Moreover, there can be no guarantee that the rates of taxation envisaged by the Group will be the ongoing rates of taxation paid by the Group. The basis on which the Group is taxed and the rates of tax to which it is subject may change. The impact of such tax challenges, changes and uncertainties could have a material adverse effect on the Group’s business, financial condition and results of operations.

Egyptian corporate law and governance standards applicable to listed companies may differ in certain significant respects from those in more developed markets. The corporate affairs of the Group are governed by laws governing companies incorporated in Egypt and listed on the EGX. The rights of the shareholders and the responsibilities of the directors under Egyptian law are different in certain respects from those applicable to companies organized in the United States, the United Kingdom and other jurisdictions with major capital markets. In particular, Egyptian law significantly limits the circumstances under which shareholders of an Egyptian company may bring shareholder derivative actions. Regulations governing the Egyptian securities market are not as extensive as those in the United States, the United Kingdom and certain other markets. In addition, although Egyptian law imposes restrictions and penalties on insider trading and price manipulation, the Egyptian securities market is not regulated or supervised to the same degree, and regulations may be less rigorously enforced, than in more established securities markets such as those in the United States, the United Kingdom and certain other markets. In recent years, the corporate governance and accounting, financial and other disclosure standards applicable to Egyptian companies, and publicly listed companies, in particular, have been subject to significant updates, including most recently, the amendment and restatement of the EGX Listing Rules as of 27 December 2020. The interpretation and application of

13 these recently introduced rules are still evolving. Many aspects of laws and regulations in Egypt relating to public companies and the capital markets have not yet been subject to judicial or regulatory interpretation or review and are, therefore, still subject to certain uncertainties relating to their application. Despite the recent improvements, the implementation of corporate governance, accounting, financial and other disclosure standards under Egyptian law may still be less extensive than those in the United States, the United Kingdom or other jurisdictions with major capital markets, and the level of publicly available information, responsibilities of board members and rights of securities holders in Egypt may be different in certain material respects from what is customary in jurisdictions with major capital markets. For additional information, please see “Presentation of Financial and Other Information” and “Description of Share Capital and Applicable Egyptian Law”.

Official statistics and market data published in Egypt may not be complete or reliable. Although a number of ministries, agencies and entities of the Egyptian Government, including the Egyptian Ministry of Planning, Monitoring, and Administrative Reform, the CAPMAS and the CBE, produce statistics on Egypt and other data on its economy, there can be no assurance that such information is as accurate or reliable as that compiled in more developed countries. Management has not independently verified such official statistics or other data, and any discussion of matters relating to Egypt in this Offering Circular is therefore subject to uncertainty due to questions regarding the completeness and reliability of such information. As a result, it may be difficult to reliably analyze trends and conditions over time or at all.

The enforceability in Egypt of foreign judgements against the Company or the Directors is subject to certain limitations. The ability of a Shareholder to bring an action against the Company may be limited under law. The Company is a joint stock company incorporated under Egyptian law. The rights of Shareholders are governed by Egyptian law and by the articles of association of the Company, as amended from time to time (the Articles). These rights may differ from the rights of shareholders in other jurisdictions. Substantially all of the executive officers and Directors are residents of Egypt, and all of the Group’s assets are located in Egypt. Consequently, it may not be possible for a Shareholder to effect service of process upon the Directors and executive officers within the Shareholder’s country of residence or to enforce against the Directors and executive officers judgments of courts of the Shareholder’s country of residence based on civil liabilities under that country’s securities laws. Further, Shareholders may not be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than Egypt against the Directors or executive officers. In addition, a court of competent jurisdiction in Egypt or elsewhere may not impose civil liability on the Directors or executive officers in any original action based solely on foreign securities laws.

Risks Relating to the Group’s Business, Activities and Industry The effects of the Covid-19 pandemic have had and could have a further negative impact on the Group’s activities, including its ability to provide its students with its educational and related services and the execution of its expansion strategy as planned. The Group’s business has been and continues to be adversely affected and could, in the future, be materially adversely affected by the ongoing Covid-19 pandemic. As part of the Egyptian Government’s response to the Covid-19 pandemic, President Al-Sisi issued a decision on 14 March 2020 to close schools and universities for two weeks during the second semester of the 2019/2020 academic year beginning Sunday 15 March 2020, requiring instead that courses be conducted remotely during that period. In response to this decision, the Ministry of Education launched an online portal through which students could remotely access online lectures and learning materials and submit their coursework for review. Following the initial presidential decree suspending in-person classes for two weeks, the Supreme Council of Universities (the Supreme Council) extended the suspension period through 30 April 2020. In a subsequent decision issued on 18 April 2020, the Supreme Council cancelled all in-person exams for the second semester of the 2019/ 2020 academic year for all universities in Egypt, requiring that they be replaced with either a research paper or an online exam. The Supreme Council also determined that the traditional grading system should not apply for the second semester and instead required grades to be issued on a pass/fail basis. With respect to graduating students, the Supreme Council required in-person final exams be postponed until after 1 July 2020. On 21 July 2020, before the beginning of the 2020/2021 academic year, the Supreme Council made changes to the academic calendar. Under the revised timetable, the first semester began on 17 October 2020 and was

14 set to run for a period of fourteen weeks, ending on 21 January 2021. The first semester exam period was scheduled to take place from 23 January 2021 to 4 February 2021 and the mid-year break was set to take place from 6 February 2021 to 18 February 2021. However, following a significant increase in the number of Covid-19 cases, the Supreme Council issued a further decision on 31 December 2020, suspending in- person classes and requiring the remainder of the semester to continue online. The Supreme Council also brought forward the end of the semester from 4 February to 16 January, such that the mid-year break began on 16 January and ran until 25 February, and pushed forward the start of the second semester such that it began on 27 February 2021. Additionally, all oral and practical first semester exams were postponed until to the start of the second semester. As a result of these developments, among other things, the Group: * temporarily suspended in-person classes at Nahda University in Beni Suef (NUB) from 17 March 2020 to 1 August 2020 and instead established a remote-learning platform and migrated all of its educational services to the online platform, enabling it achieve a student attendance of approximately 90% and to charge its tuition fees for all students (regardless of whether they attended online) in full for the second semester of the 2019/2020 academic year; * suspended ancillary services, such as the provision of housing, transportation and food services, with the associated loss of those fees for those three months representing 0.6% of the Group’s operating revenue for the financial year ended 31 August 2020 (student housing subscription and bus subscription revenue represented 1.4% of the Group’s operating revenue for the financial year ended 31 August 2020); * experienced a one-month delay in the start of the 2020/2021 academic year as nationally imposed on all private and public universities by the Supreme Council and further implemented by the Private and National Universities Council (the Private Universities Council), which led to a one-month delay in the receipt of tuition fees for the first semester of the 2020/2021 academic year and has led to a shift in the recognition of revenue in the three-month period ended 30 November 2020 to the following three-month period without impact on the revenue recognition and year-on-year growth for the year ending 31 August 2021; * experienced additional costs associated with renting space in Beni Suef Smart Village and transferring its engineering faculty from the main campus to this new space (the building on the main campus vacated by the engineering faculty now hosts the new physiotherapy faculty, which opened as planned in time for the 2020/2021 academic year); and * further suspended all on-campus activities for the period beginning 2 January 2021 and ending 16 January 2021, brought forward the start of its mid-year break such that it began on 16 January 2021, deferred all end of term exams in relation to the first semester to the start of the second semester, extended the mid-year break to 25 February 2021 and pushed the start of the second semester to 27 February 2021. As a result, the Group’s operating revenue, other than tuition revenue, declined by EGP 0.9 million, or 4%, to EGP 21.3 million in the year ended 31 August 2020 from EGP 22.2 million for the year ended 31 August 2019. Overall, the Group estimates that as a result of the Covid-19 pandemic, it experienced a loss of revenues of 2.7 million in the year ended 31 August 2020. These adverse effects were mitigated by cost-control measures implemented by NUB, including a reduction in part-time working hours and reduction in utilities expenses, leading to savings of EGP 6.0 million. Additionally, NUB was able to reinstate in-class room education from the delayed start of the 2020/2021 academic year through 1 January 2021 when in- person classes were again suspended. As a result, Management believes that the overall impact of Covid-19 on the Group’s results of operations has so far been relatively limited; however, the ongoing magnitude of such impact will depend, in part, on the length and severity of the future restrictions and other limitations. The spread of Covid-19 has caused and will likely continue to cause a broad economic impact within Egypt, including with respect to Egypt’s GDP, employment levels, remittances from Egyptian’s living abroad, tourism, household consumption and discretionary spending. While the ultimate overall economic impact caused by the Covid-19 pandemic may be difficult to assess or predict, a loss of income by NUB’s students or their families, whether resulting from a recession in Egypt or otherwise, may inhibit the Group’s ability to recruit and retain students. Additionally, the Group’s academic calendar and ability to deliver its educational services could again be delayed or disrupted, which could adversely impact the Group’s operating revenue. Also, educational activities in hospitals in Egypt have been severely restricted as those facilities focus on dealing with Covid-19 cases and restrict non-essential medical procedures.

15 Covid-19 related measures may also impact third parties with whom the Group conducts business, including its strategic partners, on-campus service providers, construction companies, suppliers and others. These measures may cause a disruption in the Group’s relationship with its partners or the ability of these third parties to deliver the services they provide to the Group on the agreed terms. In addition, the Group’s other ongoing and upcoming expansion plans, including the issuance of any regulatory licenses or approvals in connection with or the implementation of Badya University, may be affected by the Covid-19 outbreak. As the Group intends to finance these expansion plans with cash flows from operations, any significant decline in those cash flows could impact the timing and the execution of those expansion plans. The ultimate impact of the Covid-19 outbreak or a similar health pandemic or epidemic is highly uncertain and subject to rapid change. Although the Group is monitoring developments relating to the Covid-19 situation closely, it is not yet possible to determine the overall impact of Covid-19 on the Group’s business at this time as it will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of Covid-19 and the actions taken to contain it or address its impact, among other things. However, the Group believes the extent of that impact will likely increase to the extent that Covid-19 continues to affect the Egyptian economy in general for a sustained period of time.

The Group’s business and results of operations are impacted significantly by the levels of tuition fees and other fees it is able to charge and the Group’s ability to maintain and raise tuition fees and housing subscriptions. One of the most significant factors affecting the Group’s profitability is the levels of tuition fees and other fees it is able to charge with respect to NUB. For the three-month period ended 30 November 2020 and for each of the years ended 31 August 2020, 2019 and 2018, the Group derived 96.3%, 95.3%, 93.7% and 93.4%, respectively, of its revenue from tuition fees. The Group’s tuition fees are primarily determined based on the demand for the particular educational program, the cost of operations, the tuition and other fees charged by its competitors, the Group’s pricing strategy and general economic conditions in Egypt and the area where the campus is located. Private universities in Egypt are entitled to set the price of their own tuition fees and housing subscriptions and are also entitled to make fair annual increases to such fees and subscriptions, taking into account market conditions, university operation conditions and other factors. In practice, the MoHE and the Private Universities Council may provide private universities with non-binding recommendations as to what it views to be a fair annual increase given the relevant circumstances in any given year. On that basis, the MoHE has encouraged private universities not to apply excessive or unreasonable increases to its tuition fees for the 2020/2021 academic year, given the effect of the Covid-19 pandemic on the economy in general. For the 2020/2021 academic year, NUB increased its tuition fees by 25% for the dentistry faculty, 19% for the medicine faculty and 10% for each of its other faculties. While MoHE has not in the past determined that any of NUB’s tuition increases were excessive or unreasonable, there can be no guarantee that the MoHE may not seek to apply more stringent rules or parameters in the future, which could have a material adverse effect on the Group’s results of operations. There can be no assurance that the Group will be able to maintain or increase its revenues from tuition fees and housing subscriptions at levels it currently charges or in the future due to various reasons, many of which are out of the Group’s control. Even if the Group is able to raise the tuition fees level in the future, the Group cannot assure that it will be able to attract prospective students to apply for its faculties at such increased fees, nor can there be assurance that the Group will be able to collect all the tuition fees and housing subscriptions on time from all of its students. If the Group fails to maintain or raise the tuition fees or to attract sufficient students or collect the tuition fees on time, there could be a material adverse effect on the Group’s business, financial condition and results of operations.

The Group may not be able to successfully maintain or increase the number of student enrollments at NUB or universities it operates in the future, which may hinder its ability to increase the revenues it receives from tuition fees or expand its business. An important factor affecting the Group’s profitability is the number of students enrolled at NUB. For the 2020/2021, 2019/2020, 2018/2019, 2017/2018 academic years, the number of newly admitted students enrolled at NUB was 1,760, 1,292, 1,276 and 1,129, respectively. Pursuant to the Private and National Universities Law No. 12 of 2009, as amended (the Private Universities Law), and its Executive Regulations issued by the Presidential Decree No. 302 of 2010, as amended (the Private Universities Law ER), the number of students NUB is permitted to admit to each faculty in a given year is set and approved by the Private Universities Council (the student intake quota). For each of the 2020/2021, 2019/2020, 2018/2019, 2017/2018 academic years, the student intake quota for each faculty multiplied by the number of

16 years the faculty typically takes to complete (the faculty capacity), in the aggregate (the total faculty capacity) for NUB, was 11,035, 7,685, 6,500 and 6,500, respectively. The Group can request that the Private Universities Council increase its previously set student intake quotas at any time (for example, after an expansion of its facilities which would allow for additional capacity) but there is no guarantee that the Private Universities Council will approve any such request. For the 2020/2021, 2019/2020, 2018/2019, 2017/2018 academic years, the overall utilization rate for NUB in terms of actual student enrollments as of 31 August of the relevant academic year divided by the total faculty capacity for such academic year was 80%, 87%, 92% and 81%, respectively. The Group may not be able to successfully maintain or increase its historic enrollment levels and the Private Universities Council may, in any given year, set student intake quotas that are lower than those historically granted to the Group’s faculties. For example, the Private Universities Council revised student intake quotas downward by 25% and 20% for all pharmacy and dentistry faculties, respectively, commencing in the 2019/2020 academic year. While this is the only known occurrence of the Private Universities Council lowering a student intake quota since the first private university in Egypt opened in 1996, it has the power to do so at any time and thus, if the student intake quotas are lowered in the future, the Group may not be as successful in raising its total tuition revenue or carrying out its growth strategies and expansion plans as it would have anticipated, which in turn may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group may not be able to execute its growth strategies successfully or effectively, which may hinder its ability to capitalize on new business opportunities. The Group plans to launch new faculties and expand existing faculties at NUB and to build new universities in other attractive Egyptian markets. The Group may not succeed in executing its growth strategies due to a number of factors, including its failure to do the following: * increase student enrollments at NUB; * identify cities with sufficient growth potential in which the Group can establish new universities; * effectively execute the Group’s expansion plans; * acquire suitable land sites or construct university campuses in the cities in which the Group plans to expand its operations; * cooperate and establish partnerships with potential third-party partners; * gain government support or further build its working relationships with governorates in cities where the Group is already operating or in cities or areas into which the Group plans to expand its operations; * effectively market and promote its brand or current or future universities in new or existing markets; * replicate its growth model in new markets or new geographical locations; * obtain the requisite licenses and permits from the authorities necessary to open new universities at the Group’s desired locations and secure the necessary student intake quotas; * continue to enhance the Group’s course materials or adapt its course materials to student needs and teaching methods; * meet the expected timetable with respect to its expansion plans and the development of new universities; * effectively integrate any future acquisitions into the Group; * attract and hire faculty, professors and key officers with the requisite experience; * adapt to any future competition in the academic domains or geographical areas in which the Group operates; and * achieve the expected benefits from the Group’s expansion strategy. If the Group fails to successfully execute its growth strategies, it may not be able to maintain its growth rate and, as a result, there may be a material adverse effect on the Group’s business, financial condition and results of operations.

17 Future expansions, strategic investments, partnerships or alliances could be difficult to integrate, and could require significant Management attention, dilute shareholder value, and adversely affect the Group’s results of operations. The Group’s strategy involves expanding its current operations and building additional universities in Egypt, with a focus on West Cairo and introducing new faculties at NUB. While not a core strategy, the Group may also selectively consider acquisitions of other private universities in Egypt. If the Group identifies an appropriate location for a new campus, it may not be successful in acquiring land on which to build such campus or negotiating the terms or financing of the construction of such campus. Further, the Group’s due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an expansion plan, including issues related to land use rights, campus facilities, professors, students, employees, regulatory compliance practices and licenses, tax revenue recognition or accounting practices. Building new campuses in Egypt will likely require the Group to use significant amounts of cash or incur debt. In addition, expansions involve numerous risks, any of which could harm the Group’s business, including: * difficulties in enrolling students and charging competitive tuition fees in a new region to recoup the Group’s investment; * difficulties in promoting the Group’s brand and educational services effectively in a new region; * diversion of Management’s attention from other business concerns; * delays and interruptions associated with the construction of new buildings and campuses; * failure to identify all of the problems, liabilities or other shortcomings or challenges of a new campus; * costs necessary to establish and maintain effective internal controls for new campuses; and * increased fixed costs. Likewise, Management cannot assure that it will be able to identify any suitable acquisition target and, if it does, that its due diligence efforts will reveal all material deficiencies, liabilities or other risks relating to the target university. The Group also cannot guarantee that it will be able to obtain required governmental approvals for the acquisition of other universities in a timely manner, or at all. In addition, the Group may face challenges in integrating business operations and management philosophies of acquired universities. Furthermore, acquisitions of independent universities as part of the Group’s expansion strategies may involve substantial uncertainties, regulatory scrutiny and take considerable time to complete. The Group cannot assure that the completion of such acquisitions will be successful. If the Group is unable to successfully complete and integrate any new campus it builds or acquire and integrate any university that it seeks to acquire, its growth strategy could be unsuccessful and this could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group faces competition in the Egyptian private higher education industry, which could lead to adverse pricing pressure, reduced operating margins, loss of market share, departures of students or qualified employees and increased capital expenditures. The Group primarily competes with private universities in Egypt. The private higher education sector in Egypt is evolving and competitive, and Management expects competition in this sector to intensify as more private universities enter the market or existing private universities expand. The Group competes with these universities in many ways, including reputation, the quality of the programs and curriculum offerings, tuition fees and housing subscription levels, as well as university locations and facilities. The Group’s competitors may adopt similar or superior curricula, university support systems and marketing approaches, with different pricing and service packages that may have greater appeal than the Group’s offerings. In addition, some of the Group’s competitors may have more resources than the Group does and may be able to devote greater resources than the Group can to the development and promotion of their universities and to respond more quickly than the Group can to the changes in student demand, testing materials, admissions criteria, market needs or new technologies. Management believes its partnership with MUVI, which as of the date of this Offering Circular is thought to be the first and only partnership of its kind in relation to medical and dentistry faculties in Egypt, helps to provide NUB with a competitive edge over other private universities in Egypt. While Management does not believe that NUB currently competes directly with public universities, which operate under a different model and have different minimum entrance requirements, if overcrowding, quality

18 and other issues at public universities are addressed, public universities may become more attractive to students and public universities may become a greater source of competition for the Group. As a result of current or future competition, the Group may be required to reduce tuition fees or increase capital expenditure to retain or attract students or pursue new market opportunities. If the Group is unable to successfully compete for new students, maintain or increase its tuition or housing subscriptions fees, attract and retain competent professors or other key personnel or enhance the quality of the Group’s educational services, there could be a material adverse effect on the Group’s business, financial condition and results of operations.

The Group has plans to establish new facilities and improve its existing campus facilities, and such expansion and improvement projects may result in an increase in costs and may adversely affect the Group’s business, financial condition and results of operations. The Group is in the process of expanding its current operations by establishing a new engineering and humanities campus and a new hospital in Beni Suef and, through the Badya JV, Badya University, a new university to be located in Badya, West Cairo. See “Business—Nahda University in Beni Suef—Facilities” and “Business—Badya JV”. Construction of new campus buildings and facilities are likely to require a significant amount of capital. While the Group intends to finance its existing projects with available cash and future cash flows, it may require financing in the future to effectively implement its existing and future expansion plans on the anticipated timeline, or at all, and such financing may not be available or available on terms Management deems reasonable or favorable. The Group also may experience significant delays and interruptions during the construction process. The Group also engages third-party construction companies and other third-party service providers to expand its universities. The Group carefully selects its third-party service providers, but is not able to control their actions or performance. If these third parties fail to perform as expected, experience difficulty meeting the Group’s or regulatory requirements or standards, fail to conduct their business ethically, engage in inappropriate business practices, receive negative press coverage, violate applicable laws or regulations, fail to obtain licenses and permits or breach the agreements, or if the agreements the Group has entered into with the third parties are terminated or not renewed, it could damage the Group’s business and reputation. In addition, if such third-party service providers were to cease operations, temporarily or permanently (including as a result of factors outside of their control, such as the Covid-19 pandemic), face financial distress or other business disruptions, or increase their fees, or if the Group’s relationships with them deteriorate, the Group could suffer increased costs, get involved in legal or administrative proceedings with or against its third-party service providers and experience delays in providing consumers with similar services until it finds an equivalent provider or develops replacement technology or operations. In addition, if the Group is unsuccessful in identifying high-quality partners, establishing cost-effective relationships with them or effectively managing such relationships, there could be a material adverse effect on the Group’s business, financial condition and results of operations.

Changes the Group makes to its operations to improve the student experience and enhance its ability to identify and enroll students who are likely to succeed may adversely affect enrollment levels, profitability, financial condition, results of operations, and cash flows. In order to improve the learning experience of the Group’s students and to attract students who are likely to complete the Group’s curriculum and achieve immediate employment, the Group has identified, and continues to work to identify, potential changes and initiatives that Management believes will more effectively attract, enroll and retain high-caliber students, support those students, and help improve those students’ educational outcomes, including through systems, faculty-related initiatives and co-curricular initiatives to increase the level of engagement and collaboration in the classroom and to strengthen the bond between the Group’s universities and their students. The Group has made multiple changes to its admissions process and may further modify it in the future in order to better identify talented students. Additional initiatives may include the following: * changes to its admissions standards and requirements or updates to the admissions process and procedures; * implementing more stringent satisfactory academic progress standards; * changes to tuition fees; and * altering the Group’s institutions’ marketing efforts to target appropriate prospective students.

19 The Group has also been implementing changes, including to its curricula, admissions procedures and academic achievements and course retake policies, that are designed to improve retention rates and graduate employment rates over time. These initiatives may adversely impact the Group’s business, financial condition and results of operations, particularly in the near term. These initiatives require significant time, energy, and resources. The Group may not succeed in achieving its objectives due to organizational, operational, regulatory, resource, or other constraints. If the Group’s efforts are not successful, it may experience reduced enrollments, increased expenses, or other impacts on its business that, in turn, could lead to a material adverse effect on the Group’s business, financial condition and results of operations. Even if these initiatives successfully lead to the identification and enrollment of students who are likely to succeed and to improvements in student experience, they could result in adverse impacts on enrollments. Due to the many factors that can impact enrollments, the Group may not identify the cause of any adverse impacts, and therefore may not be able to appropriately modify its initiatives to remedy the impacts on enrollments.

The Group’s business relies on its ability to recruit and retain qualified and dedicated professors, management and other university personnel. The Group is dependent on the professors it hires to teach at NUB and its future campuses for the provision of quality educational services to its students. The teaching staff (including professors) employed by the Group are therefore critical to maintaining the quality of the Group’s educational services and curricula and to upholding its reputation. As of 30 November 2020, the Group had a total of 443 full-time teaching staff and 140 part-time teaching staff. The Group is focused on recruiting and retaining highly-qualified professors who have a strong command of their respective subject areas and are capable of using innovative approaches in teaching classes. The Group is also dependent on its university president, deans and other key management roles, which are crucial to the efficient and smooth operation of the Group’s current and future campuses. However, the pool of personnel qualified to serve in these roles is limited. There is no guarantee that the Group will be able to recruit and retain such personnel in the future. As a result, the Group must provide competitive compensation and benefits packages to attract and retain qualified professors and other university personnel. In addition, criteria such as commitment and dedication are difficult to evaluate during the recruitment process, particularly as the Group continues to expand and recruit additional professors and other university personnel quickly in order to meet rising student enrollments. The Group must also provide on-going training to its professors so that they can stay abreast of changes in student expectations, admissions and assessment test requirements, admissions criteria and other key trends necessary to effectively teach their courses. The Group may not be able to hire and retain a sufficient number of qualified professors and university personnel to keep pace with its anticipated growth while maintaining consistently the quality of its education programs across its different faculties. If the Group is unable to recruit and retain an appropriate number of qualified professors and university personnel, the quality of the services or overall education programs may decrease or be perceived to decrease in one or more of the Group’s faculties, which may have a material adverse effect on its reputation, business and results of operations. Furthermore, the Group’s ability to maintain its competitive position and to implement its business strategy is dependent to a large degree on the services of its Management and other key personnel. The loss or decline in the services of members of Management or key employees (such as the Group’s Managing Director, Mohamed El Rashidi, or its Chief Financial Officer, Khaled Khater) or an inability to attract, retain and motivate qualified key personnel could have a material adverse effect on its business, financial condition and results of operations. Also, if any members of the Group’s Management or other key employees were to leave the Group and join a competitor, the Group may lose know-how, key professionals and experienced staff members, which could have a material adverse effect on the Group’s business, financial condition, results of operations.

The employment rate of graduates of the Group’s current or future universities may decrease and as a result, satisfaction with that university may decline. The Group seeks to position its faculties as private higher education institutions that equip its graduates with the academic knowledge and practical skills desired by employers in industries with significant recruiting demands. However, the Group cannot guarantee that its university curricula will meet the expectations of its students and prospective employers or that it will be able to successfully adapt its curricula to address future trends in the job market. The Group might not be able to devote the same amount of resources in training its students, enhancing their practical skills and helping them secure jobs as it has previously or its efforts may not be as effective as they used to be. Any negative development of the Group’s graduates’

20 employment rate and average starting salaries may harm the reputation of and affect student enrollment in the Group’s universities, which may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s business is dependent on maintaining a strong reputation, and any damage to its reputation could materially and adversely affect its business. The Group’s reputation is a key factor in its ability to recruit high-caliber students and set tuition fees. The Group’s ability to maintain its reputation depends on a number of factors, some of which are beyond the Group’s control. As the Group continues to grow in size and expand its programs and curriculum offerings, it may become difficult to maintain the quality and consistency of the services it offers, which may lead to diminishing confidence in the Group’s brand. Numerous factors can potentially impact the Group’s reputation, including the rankings received by NUB or any future university of the Group, increases in tuition fees, degree of student and parent satisfaction with the Group’s curricula, professors and teaching quality, the employment rate of its students, the number of its graduates being accepted into domestic and overseas graduate programs, accidents or other incidents on campus, negative press, disruptions to the Group’s educational services and loss of certifications and approvals that enable the Group to award diplomas in its faculties. The Group may also be subject to negative publicity in the future, and any negative publicity may spread quickly over social media networks. Such publicity, even if untrue, may damage the Group’s brand image and reputation and take up excessive time of the Group’s time, management and other resources. If the Group’s reputation is damaged, students and parents may become less interested in the Group’s offerings. As a result, there could be a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s success depends in part on its ability to update and expand the content of its existing academic offering and develop new faculties in a cost-effective manner and on a timely basis. The Group’s success depends in part on its ability to update and expand the content of its academic offering and existing faculties and develop new faculties in a timely and cost-effective manner to meet the market’s and students’ needs. Prospective employers of the Group’s graduates increasingly demand that their entry- level employees possess appropriate technological and other skills. The Group’s update and expansion of its existing faculties and the development of new faculties may not be received favorably by its existing or prospective students, prospective employers or the higher education market, including the relevant regulator. If the Group cannot respond to changes in industry requirements or other developments, its business may be adversely affected. Even if the Group is able to develop attractive new faculties, it may not be able to introduce these new programs at all, or as quickly as students or prospective employers require, due to regulatory constraints or as quickly as the Group’s competitors introduce competing new programs.

The Group may not be able to successfully market its educational services. The Group’s financial performance depends in part on its ability to continue to increase awareness of the academic programs it offers. Awareness of the Group’s academic offering among prospective students and parents is critical to the continued acceptance and growth of its programs. The Group’s inability to increase awareness of the programs it offers through effective marketing and advertising could limit its enrollments and negatively affect its business. The following are some of the factors that could prevent the Group from successfully marketing its education services: * the emergence of more successful competitors; * student dissatisfaction with the Group’s services and academic offering; * a drop in students’ or their families’ income levels or their capacity to spend on education; * lack of satisfactory career guidance services or failure to equip its graduates with the academic knowledge and practical skills desired by employers; * performance problems with the Group’s online systems; and * the Group’s failure to maintain or expand its brand or other factors related to its marketing.

21 The Group’s historical financial condition and results of operations may not be indicative of its future performance and its financial condition and results of operations may be difficult to forecast. The Group has experienced a CAGR of 28% with respect to its operating revenue over the course of the last three financial years ended 31 August 2020. This historical growth was primarily driven by increases in the number of student enrollments, increases in the student intake quota with respect to most of its existing faculties, the introduction of additional faculties and increases in the level of tuition fees charged. The Group’s financial condition and results of operations may fluctuate due to a number of other factors, many of which are beyond the Group’s control, including: * its ability to maintain and increase student enrollment at its faculties and maintain and raise tuition; * general economic and social conditions and government regulations or actions pertaining to the provision of higher education services in Egypt, including any change in regulations, practices or licensing requirements; * increased competition and market perception and acceptance of any newly introduced educational programs in any given year; * expansion and related costs in a given period; * shifts in attitude towards private education in Egypt from students and their parents; * its ability to control its cost of revenue and other operating costs, and enhance its operational efficiency; and * other factors outside of the Group’s control, such as the Covid-19 pandemic, the overall impact of which is not yet known as of the date of this Offering Circular. In addition, the Group may not be successful in continuing to increase or maintaining the number of students admitted to the faculties it operates due to, among other things, student intake quotas set by the relevant local Egyptian education authorities, and it may not be successful in carrying out its growth strategies and expansion plans. Moreover, the Group may not sustain its past growth rates in the future, and it may not sustain its profitability on a quarterly, interim or annual basis in the future. The Group collects tuition fees and housing subscriptions prior to the start of the first and second semesters (typically, in September and December each year) and recognizes the revenue on a daily basis as the service is provided during the semester. Minimal revenue is recognized during the fourth quarter of the Group’s financial year, which is the summer semester. However, the Group’s costs and expenses are not necessarily recognized at the same time as its revenue. Because of the annual changes in the start and end dates of the academic calendar announced by the Supreme Council, including most recently in relation to the 2020/2021 academic year, the Group’s interim results, growth rates and profitability may not be indicative of the Group’s annual results. The Group’s future results, and its historical interim and annual results, growth rates and profitability may not be indicative of its future performance for the corresponding periods. The market price and trading volume of the Group’s Shares could be subject to significant volatility should the Group’s earnings fail to meet the expectations of the investment community. Any of these events could cause the price of the Group’s Shares to materially decrease.

Accidents or injuries suffered by students or employees on the Group’s university campuses may adversely affect the Group’s reputation and subject it to liabilities. The Group could be held liable for accidents or injuries or other incidents or harm to students or other people, including those caused by or otherwise arising in connection with its university facilities or employees, at the Group’s current or future university campuses or office locations. The Group could also face claims alleging that it was negligent or provided inadequate maintenance of the Group’s university facilities or supervision of its employees or students and therefore may be held liable for accidents or injuries suffered by its students or other people at its university campuses. In addition, if any of the Group’s students, professors or other employees are involved in any act of violence, the Group could face allegations that it failed to provide adequate security or was otherwise responsible for the actions of such individuals. The Group may also face significant reputational risk if the Group’s students or employees suffer injuries on campus. The Group is not currently insured for all types of accidents or injuries which may occur on its university campuses. Even if the Group seeks to obtain relevant insurance coverage, it may not be able to obtain such

22 insurance coverage on commercially reasonable terms, or at all, or the insurance coverage may not be adequate to fully protect the Group from these kinds of claims and liabilities. A liability claim or negative press coverage against the Group, its students or any of its employees, regardless of its validity, could adversely affect the Group’s reputation as well as student enrollment and retention. Even if unsuccessful, such a claim could create unfavorable publicity and cause the Group to incur substantial expenses and divert the time and attention of Management, all of which may have a material adverse effect on its business, financial condition and results of operations.

The Group is subject to extensive government regulation and may not be able to obtain all necessary approvals, licenses and permits. As a provider of higher education in Egypt, the Group is subject to extensive laws and regulations and is required to obtain and maintain various approvals, licenses and permits and to fulfill registration and filing requirements to maintain and expand its operations. For example, pursuant to the Private Universities Law ER, in order to establish a university, a request must be submitted to the MoHE from the university’s founders’ delegate. Once such request is approved by the MoHE, it refers the matter to the Prime Minister’s cabinet for approval. In addition to cabinet approval, the university’s establishment requires the approval of the President and ultimately the issuance of a presidential decree declaring the establishment of the respective private university. Furthermore, the MoHE must be notified and the Prime Minister’s cabinet and the President must grant their consent in respect of material changes to the university’s operations. Adding new faculties or research units on the university’s campuses also requires the approval of the President pursuant to a presidential decree. If an institution violates the Private Universities Law ER, Private Universities Law or the presidential decree establishing the university, the MoHE will serve a warning to the university requiring it to rectify the breach within a certain period. If the university fails to rectify the breach within the allotted period, the MoHE (in its discretion, subject to consultation with the National Authority for Guarantee the Quality of Education) may prevent the university from accepting new students until the breach has been rectified. Moreover, if at any point the university fails to continue providing education services for an extended period, its incorporation presidential decree may be cancelled. While the Group intends to comply with all applicable Egyptian laws and regulations, maintain and obtain all required permits and complete the necessary filings, renewals and registrations on a timely basis, there can be no assurance that the Group will be able to maintain or obtain all required permits, approvals, licenses or filings given the significant amount of discretion the local Egyptian authorities may have in interpreting, implementing and enforcing relevant rules and regulations, as well as other factors beyond the Group’s control and anticipation (such as, for example, administrative delays caused by the Covid-19 pandemic). If the Group fails to receive required permits in a timely manner or obtain or renew or maintain any permits, approvals, licenses and certificates, or in case of non-compliance with the terms of such permits, approvals or licenses, or the provisions of the Private Universities Law, it may be subject to the administrative fines or penalties, suspension of its non-compliant operations or liability for the compensation of any economic loss suffered by the Group’s students or other relevant parties, which may result in a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s business is highly regulated and may be subject to changes in the laws and regulations affecting the higher education industry in Egypt. In Egypt, the Group is subject to extensive regulation by governmental authorities, including, in particular, the MoHE and the Private Universities Council. In Egypt, the MoHE is responsible for regulating the higher education industry and changes to these existing regulations and practices or the implementation of further regulations could have a negative effect on the Group’s future financial performance. Changes in these laws or regulations could have a material adverse effect on the Group’s business, financial condition and results of operations due to among other things: * imposition of additional obligations, new licensing regimes or changes in laws and regulations relating to the higher education industry; * introduction of new pricing regulations or parameters, including for tuition fees and services; * imposition of more restrictive regulations and criteria in relation to student intake quotas; or * imposition of further restrictions or new limitations on ownership of universities and higher education establishments.

23 Any failure to comply with applicable laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and reputational damage, which could have a material adverse effect on the Group’s business, financial condition and results of operations. Although the Group has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. If violations do occur, they could damage the Group’s reputation, increase its legal and compliance costs, may lead to suspension of admissions of first year students and ultimately adversely impact the Group’s results of operations. Additionally, laws, regulations or policies currently affecting the Group’s business change from time to time and may change again at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Accordingly, the Group’s business may also be adversely affected by future changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement. Such changes or delays could impair the Group’s existing business and its ability to implement elements of its strategy, which could have a material adverse effect on the Group’s business, financial condition and results of operations. Furthermore, if the laws and regulations that govern the Group’s operations become more restrictive or unfavorable to its business, the Group could also incur additional compliance costs, be forced to make significant investments to upgrade its faculties or programs or be subject to new limitations on how it operates, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group relies, in part, on its partnership with MUVI and the joint venture it has entered into with Palm Hills and may in the future rely on other partnerships and joint ventures. Accordingly, the Group’s business and results of operations are partially dependent on its ability to maintain its relationships with its partners. The Group has entered into a strategic partnership with MUVI with respect to the development of NUB’s medicine and dentistry faculties and a joint venture with Palm Hills to establish Badya University, a new university to be located in Badya, West Cairo and may enter into additional strategic partnerships and joint ventures in the future. The Group carefully selects its partners, but the Group does not control their actions. If the Group’s partners fail to perform as the Group expects, or if the Group’s partners experience difficulty meeting the Group’s requirements or standards, or if the agreements the Group has entered into with its partners are, regardless of the cause, terminated or not renewed, it could make it difficult for the Group to continue to offer some of its educational programs, which could damage its business and reputation. In addition, if the Group’s partners were to cease operations, temporarily or permanently, face financial distress or other business disruptions, or if the Group’s relationships with its partners deteriorate, it could suffer increased costs and delays in the Group’s ability to offer its students comparable educational services until a suitable replacement partner can be identified. In addition, if the Group is unsuccessful in identifying appropriate replacement partners or if the Group ineffectively manages its relationships with them, it could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group relies on certain contractual arrangements that are considered material to its operations and may be negatively affected by the inability to enforce, the termination or the occurrence of any disputes relating to such agreements. The Group relies on certain contractual arrangements entered into by the Company that are considered material to the Group’s operations and financial condition, including the management agreement between the Company and NUB and the nominee arrangement between Mohamed El Rashidi and the Company relating to the irrevocable assignment by Mr. El Rashidi of all his economic and voting rights in NUEMS to the Company, both of which are governed by English law and subject to arbitration under the London Court of International Arbitration (see “Business—Ownership and Corporate Structure”). If Mr. El Rashidi were to breach the terms of the nominee agreement or in the case of Mr. El Rashidi’s untimely passing or the seizure of his assets in connection with any proceedings against him, the enforcement of such agreement and the related powers of attorney granted to the Company by Mr. El Rashidi could be subject to review by a court, the outcome of which would be uncertain. Any issues or disputes in connection with the enforceability or termination of such agreements or the inability to pay management fees could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects. Further, any transfer of Mr. El Rashidi’s shares in NUEMS would require the issuance of an approval from the MoHE, which could take a substantial amount of time to complete, or may not be issued at all, and may divert the attention of Management away from the Group’s day-to-day operations of its business.

24 Unauthorized disclosures or manipulation of sensitive personal data, whether through breach of the Group’s network security or otherwise, could expose the Group to litigation or could adversely affect the Group’s reputation. Maintaining the Group’s network security and internal controls over access rights is of critical importance because proprietary and confidential student and professor information, such as names, addresses, and other personal information, is primarily stored in the Group’s computer databases. If the Group’s security measures are breached as a result of actions by third parties, employee error, malfeasance or otherwise, third parties may receive or be able to access student records, which could subject the Group to liabilities, interrupt the Group’s business and adversely impact the Group’s reputation. Additionally, the Group runs the risk that its employees or third parties could misappropriate or illegally disclose confidential educational information in its possession. As a result, the Group may be required to expend significant resources to provide additional protection from the threat of these security breaches or to alleviate problems caused by these breaches.

Significant disruptions of the Group’s information technology systems or breaches of the Group’s data security could adversely affect its business. A significant invasion, interruption, destruction or breakdown of the Group’s information technology systems and/or infrastructure by persons with authorized or unauthorized access could negatively impact its business and operations. The Group could also experience business interruption, information theft, legal claims and liability, regulatory penalties and/or reputational damage from cyber-attacks, which may compromise the Group’s systems and lead to data leakage. The Group’s systems could be the target of malware and other cyber-attacks that could cause an interruption in service or availability of the Group’s information technology systems. The occurrence of any of these events could result in interruptions, delays, the loss or corruption of data or the unavailability of systems, as well as the theft or exposure of potentially sensitive information about the Group’s services and operations. Although the Group has invested in measures to reduce these risks, it can give no assurance that these measures will be successful in preventing compromise and/or disruption of its information technology systems and related data, and its information technology, systems and servers are potentially vulnerable to interruptions, including damage and interruption from power loss or natural disasters, computer system and network failures, loss of telecommunications services, physical and electronic loss of data, security breaches, computer viruses, cyberattacks, hackers, unauthorized access attempts, and other security issues. Any disruption or successful breach of the Group’s information technology systems or data security could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group faces risks related to natural disasters, health epidemics and acts of violence. The Group’s business could be materially and adversely affected by natural disasters, such as earthquakes, floods, landslides and, as discussed above in relation to the Covid-19, pandemic. Universities also are from time to time the site of acts of violence. In particular, as NUB provides on-campus accommodation to students, professors and other staff, the housing environment exposes its students, professors and staff to risks, such as those of epidemics or pandemics, and makes it more difficult for the Group to take preventive measures for such occurrences. Any of the above may cause material disruptions to the Group’s operations, such as temporary closure of the Group’s universities, which in turn could have a material adverse effect on the Group’s business, financial condition and results of operations. If any of these circumstances occur, the Group’s universities and facilities may suffer damage or be required to temporarily or permanently close and the Group’s business operations may be suspended or terminated. The Group’s students, professors and staff may also be negatively affected by such events. In addition, any of these events could adversely affect the Egyptian and world economy and demographics of the affected region, which could in turn cause significant declines in the number of students applying to or enrolled in the Group’s universities. If any of these events materialize, they may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s insurance policies may not be adequate to cover all losses incurred. The Group maintains insurance policies covering its assets on terms which Management believes are typical of, and at times superior to, the higher educational services industry and in line with what they believe to be general business practices in Egypt. Risks insured against include, but are not limited to, theft, fire, and explosion liability and natural disasters. There are, however, certain types of losses such as those arising from other types of business interruptions or property damage that are generally not economically feasible to insure against and for which the Group’s operations are not insured. There can be no guarantee that the Group’s existing insurance policies will fully cover it for any losses incurred or that the Group will be able to maintain insurance of the types or at the levels which it deems necessary or adequate or at rates which it

25 considers reasonable. Furthermore, the Group’s insurance policies do not cover, and insurance may not be commercially available to cover, all potential risks to which the Group may be exposed. The Group’s lack of insurance for all or certain business-related risks, such as key man insurance and management liability insurance. may expose the Group to substantial losses, which could have a material adverse effect on the Group’s business, results of operations and financial condition.

The Group may be unable to adequately protect its intellectual property rights. The Group’s success depends to an extent upon the recognition of and goodwill associated with its brand. The Taaleem brand and, in particular, the NUB brand, are key assets of the Group’s business and maintaining their value is critical to its success. Infringement, legal action or other factors relating to the Group’s tradenames could have a material adverse effect on the Group’s business, financial condition and operating results. The Group does not have any registered trademarks and the Group cannot guarantee that it will be able to successfully register or protect any intellectual property that it seeks to have registered for protection. If the Group is unable to register or protect such intellectual property rights against infringement, it could have a material adverse effect on its business, results of operations and financial condition, see “Business—Intellectual Property”.

Legal proceedings or claims or regulatory investigations could affect the Group’s results of operations and financial condition. The Group has been, and in the future may be, involved in legal proceedings and otherwise subject to legal claims arising out of the ordinary course of business, for example, in connection with the regulations governing the construction and maintenance of its campuses. In addition, the Group is currently, and in the future may be, involved in other legal proceedings in relation to its businesses, some of which may be significant. The Group cannot predict the outcome of legal proceedings. Where appropriate, the Group establishes provisions to cover costs relating to legal proceedings and other legal claims, but such provisions may be insufficient and any insurance coverage that the Group maintains may not cover its losses fully, or at all. Regardless of the outcome, litigation may require expenditure of significant funds and resources, and harm the Group’s reputation. For more information on the Group’s ongoing material legal proceedings, see “Business—Legal Proceedings”.

Risks Relating to the Shares There has been no prior public market for the Shares and an active trading market for the Shares may fail to develop or, if a market does develop, the Shares may experience price and volume fluctuations. Prior to the Combined Offering, there has been no public market for any of the Company’s securities in or outside of Egypt. There can be no assurance that an active trading market for the Shares will develop or, if a market does develop, that it will continue. Immediately following the Combined Offering, the Selling Shareholder will hold, directly and indirectly, 51.0% of the Shares. Moreover, the anticipated purchase of Shares by the Cornerstone Investor, which will be locked-up for 90 days (subject to certain exceptions), and possible purchases by one or more “anchor” investors will at least initially further limit the size of the public market for the Shares. The limited public market for the Shares may have a negative impact on the liquidity of the Shares and result in a low trading volume of the Shares, which could adversely affect the then prevailing market price for the Shares and may impair holders’ ability to sell them in the amount and at the price and time the holders may wish to do so. For more information on the free float of the Shares, please see “Principal and Selling Shareholder”. The Offer Price may not be indicative of the market price for the securities after the Listing. The Group’s operating results or financial performance may fail to meet the expectations of analysts or investors due to the circumstances described in these risk factors or otherwise. The trading price of the Shares could also be subject to significant fluctuations in response to variations in the Group and its competitors’ financial performance, general market conditions and other factors as well as the circumstances described in these risk factors or otherwise. Fluctuations in the Group’s operating results or failure to meet the expectations of analysts or investors may cause the price of the Shares to decline, and investors may not be able to sell the Shares they purchased in the International Offering at or above their original price or at all. As a result, investors who purchase Shares in the International Offering could lose all or part of their investment in the Shares. The value of the Shares may also be subject to significant fluctuation from time to time, which may not necessarily be related to the Group’s financial performance. Consequently, the general decline in the market

26 or any declines in the market for similar securities may have a material adverse effect on the trading market for, and the liquidity of, the Shares.

The market price of the Shares could be negatively affected by sales of substantial amounts of such Shares in the public markets, including following the expiry of the lock-up period, or the perception that these sales could occur. As at the date of this Offering Circular, the Selling Shareholder holds 99.9% of the Company’s issued share capital. Immediately following the Combined Offering, the Selling Shareholder will hold, directly and indirectly, 51.0% of the Shares. The Company and the Selling Shareholder are subject to the Mandatory Lock-up and the Company has agreed to a lock-up of 180 days from the date of the Underwriting Agreement (see “Plan of Distribution—Lock-up Provisions”). The issue or sale, as applicable, of a substantial number of Shares by the Company or the Selling Shareholder in the public market after the lock-up restrictions in the Underwriting Agreement and related arrangements expire, or the perception that these sales may occur, may depress the market price of the Shares and could impair the Company’s ability to raise capital through the sale of additional equity securities.

Following completion of the Combined Offering, the Selling Shareholder will continue to hold a majority of the Company’s Shares and be able to exercise significant influence over the Group and may take certain actions that are to the disadvantage of other Shareholders. The Selling Shareholder will continue to hold a majority of the Shares following completion of the Combined Offering and will be in a position to exercise significant control over the Group, subject to the requirements provided under the EGX Listing Rules and the CML. For example, following completion of the Combined Offering, the Selling Shareholder may be able to exercise influence over the Group’s management, operations and Shareholders’ meetings, such as in relation to the payment of dividends, substantial mergers or other business combinations, the acquisition or disposal of substantial assets, the issuance of equity or other securities and the appointment of the majority of the directors to the board of directors of the Company (the Board) and other matters, subject to the requirements provided under the EGX Listing Rules and the CML. There can be no assurance that the interests of the Selling Shareholder will coincide with the interests of investors in the Combined Offering. When considering an investment in the Shares, an investor should not assume that the Selling Shareholder will be guided by the interests of all of the Company’s Shareholders. Furthermore, the Selling Shareholder’s significant ownership may (a) delay or deter a change of control of the Company (including deterring a third party from making a takeover offer for the Company), (b) deprive Shareholders of an opportunity to receive a premium for their Shares as part of a sale of the Company and (c) affect the liquidity of the Shares, each of which could have a material adverse effect on the market price of the Shares.

The pre-emption rights granted to holders of the Shares may be unavailable to certain shareholders, including U.S. shareholders. In the case of an increase in the Company’s capital, holders of the Shares are entitled to subscribe for new Shares in proportion to their respective holdings, unless the FRA approves that pre-emption rights will not apply based on a resolution approved at an extraordinary general assembly meeting of the Company (Extraordinary General Assembly Meeting) adopted by a three-quarters majority of the Shares present or represented at the relevant meeting whereby the shareholders agree to implement a private placement, in accordance with Article 32 of the Executive Regulations of the CML. If the pre-emption rights apply, holders of Shares in certain jurisdictions outside of Egypt, including the United States, may not be able to exercise the pre-emption rights unless the Shares are registered under the laws of the relevant jurisdiction or an exemption from the registration requirement is available. The Company cannot assure potential investors that any registration statement would be filed in that case.

The Company does not currently expect to pay cash dividends following the International Offering and the future payment of dividends, if any, is contingent on several factors. At the Ordinary General Assembly Meeting dated 30 November 2020, the Company declared a dividend and resolved to pay its Shareholders a dividend in the amount of EGP 110,267,750 for the year ended 31 August 2020. Management intends to retain any future earnings in order to support its growth strategy and does not expect to pay any dividends in the medium term. However, should it decide to do so in the

27 future, the Company may distribute dividends in accordance with the Articles and the dividend policies adopted by the Shareholders. Subject to mandatory legal requirements relating to legal reserves, the Company may distribute dividends to the Shareholders out of retained earnings or realized profits in the form of cash or bonus shares, or retain the realized profits. There can be no assurance that holders of the Shares will receive dividends in the future. The Company’s ability to pay dividends is contingent on achieving adequate profits, where the Company’s revenues are mainly derived from a contractual arrangement with NUB, in the form of a management fee against the services rendered by the Company, which to date is not subject to any regulatory cap, supervision or limitations; however, there is no assurance that the Company will succeed in charging the same management fee on a continuous basis in the future. While such contractual agreement is legally binding, there is no assurance that no dispute may arise in relation thereto in the future. See “Business–Ownership and Corporate Structure” for additional information about these arrangements. The Company’s ability to pay dividends and the timing and amount of any future dividend payments will depend on the Group’s existing and future financial condition, results of operations, liquidity needs, any restrictions on payment of dividends in any future financing agreements, any regulatory or other contractual reasons and other matters that it may consider relevant from time to time, including, without limitation, capital expenditures, financial performance and equity market conditions. Even if the Group generates significant profits, the Company may not pay dividends if the Board or the general assembly of shareholders believe that shareholder value may be increased more effectively by using the profit for other purposes, for example through re-investment or in acquisitions. As of the date of this Offering Circular, Management expects that in the next few years, reinvestment of cash surpluses in the business might be considered to have a better impact on long-term shareholder value than distribution as dividends. Please see “Dividends and Dividend Policy”.

Overseas holders of Shares may experience delays in repatriating dividends or sale proceeds in Egypt and may be subject to exchange rate risks. If Management decides to pay dividends or make any other cash distributions, it expects to do so in Egyptian pounds. Egyptian law restricts the transfer of Egyptian pounds out of Egypt, and foreign currency is transferable out of Egypt only through registered banks. To repatriate Egyptian pound dividends or sale proceeds, a non-Egyptian holder of Shares must first convert the Egyptian pounds into a foreign currency. The conversion of Egyptian pounds into a foreign currency must be effected through a bank registered in Egypt or an entity that is licensed or regulated by the CBE. Availability of foreign currency in Egypt is limited, unpredictable and until November 2016 was sometimes only available at unfavorable exchange rates. The ability of investors outside of Egypt to transfer dividend payments or proceeds of the sale of investments out of Egypt may be materially and adversely affected by the fluctuating exchange rates for, or the unavailability or high cost of foreign currency in Egypt and the possible imposition of additional remittance restrictions. Furthermore, the quoted price of the Shares will be in Egyptian pounds. In addition, any dividends that the Company pays in relation to the Shares may be paid in Egyptian pounds. As a result, fluctuations in the value of the Egyptian pound in relation to other currencies may affect the value of the Shares and dividend payments on conversion into those other currencies for investors outside of Egypt.

Fluctuations in the value of the Egyptian pound could significantly affect the value of an investment in the Shares in U.S. dollar terms and other major foreign currencies and any dividends the Company pays in relation to the Shares if converted into U.S. dollars and other major foreign currencies. The quoted price of the Shares will be in Egyptian pounds. In addition, any dividends that the Company pays in relation to the Shares will be paid in Egyptian pounds. The exchange rate of the Egyptian pound has been volatile when measured against the U.S. dollar, the Euro and other major foreign currencies. As a result, fluctuations in the value of the Egyptian pound in relation to other currencies, including the U.S. dollar, can affect the value of the Shares and dividend payments on conversion into those other currencies for investors outside Egypt. Please see “Dividends and Dividend Policy”.

Payments of dividends on the Shares will be subject to withholding tax. Dividends paid by the Company to its Shareholders (non-resident natural persons and to corporate bodies, whether resident or non-resident) will be subject to withholding tax at a rate of 5% of the distributed dividend (without deducting any costs or expenses. Please see “Taxation—Egyptian Taxation—Dividend

28 Withholding Tax” and “Taxation—Certain United States Federal Income Tax Considerations—Taxation of Distributions”.

Evolving tax legislation regarding capital gains may adversely affect Shareholders. Recently, there have been a number of changes to the tax legislation in Egypt. The changes with most relevance to the holders of the Shares are those concerning the new capital gains tax on profits realized by trading listed securities in addition to stamp duties imposed on transactions involving listed securities. According to the Income Tax Law, capital gains realized from the sale of Egyptian shares listed on the EGX by tax resident shareholders are subject to a 10% capital gains tax. However, the application of this tax was suspended until 31 December 2021. Effective as of 1 October 2020, the Income Tax Law has permanently exempted non-resident shareholders from capital gains tax on listed shares in order to attract foreign investments in Egypt. Furthermore, stamp duty is levied on the sale and purchase transactions carried on by tax non-residents selling and buying any securities, whether listed or non-listed, at a rate of 0.25% to be borne equally by the seller and the buyer (0.125% on each). Tax residents are also subject to such stamp duties at a lower rate of 0.1% to be borne equally by the seller and the buyer (0.05% on each). The rate of stamp duties is increased to 0.3% in case of acquisition or disposal of 33% or more of the shares or voting rights of a resident company in a single transaction or a series of transactions within two years. Please see “Taxation—Egyptian Taxation”. There can be no assurance that no further changes to tax legislation may be introduced, or of the effects of this legislation on holders of the Shares. Further, tax practice in Egypt and the interpretation of the Egyptian Tax Authority of tax legislation may be different from the strict interpretation or reading of the law. Please see “Taxation—Egyptian Taxation”. There can be no assurance that no further changes to tax legislation may be introduced, or of the effects of this legislation on holders of the Shares. Further, tax practice in Egypt and the interpretation of the Egyptian Tax Authority of tax legislation may be different from the strict interpretation or reading of the law and may be inconsistent or change from time to time.

Changes in taxation legislation or interpretation of tax legislation could affect the Company’s ability to provide returns to Shareholders. Statements in this Offering Circular concerning the taxation of Shareholders or the Company are based on current Egyptian and U.S. tax law and published practice as at the date of this Offering Circular, which are subject to change. Any changes in the tax rates and tax legislation of Egypt or the U.S., or changes in the interpretation thereof could affect the Company’s ability to provide returns to Shareholders. Any change in the tax treatment of dividends or interest received by the Company may reduce the level of yield received by Shareholders. The taxation of an investment in the Company depends on the individual circumstances of the relevant prospective investor. Prospective investors should consult an independent professional advisor with respect to their own tax position before deciding whether to invest in the Company.

Because the Group has historically operated as a private company, it has limited experience complying with public company obligations and fulfilling these obligations will be expensive and time consuming and may divert Management’s attention from the day-to-day operation of its business. Historically, the Group has operated as a privately owned company and, accordingly, has limited experience complying with the increasingly complex laws and regulations pertaining to public companies. In particular, the significant regulatory oversight and reporting obligations imposed on public companies will require substantial attention from Management and may divert their attention away from the day-to-day management of its businesses, which could have a material adverse effect on its business, financial condition and results of operations. Similarly, corporate governance obligations, including with respect to the development and implementation of appropriate corporate governance policies, and concurrent service on the Board and possibly multiple board committees, will impose additional burdens on Management. In preparation for the Listing, the Group has implemented a number of corporate governance and other policies, processes, systems and controls to comply with the requirements for a publicly listed company on the EGX. While Management believes the Group will be in compliance with these requirements, it does not have a track record on which it can assess the performance of these policies, processes, systems and controls or an analysis of their outputs. Any material inadequacies, weaknesses or failures in the Group’s policies, processes, systems and controls could have a material adverse effect on its future business operations and prospects. In addition, in the event of noncompliance with corporate governance and other requirements, there may be further consequences affecting the Group’s licenses or other regulatory matters and such noncompliance could lead to penalties or suspension of its listing.

29 In addition, as a public company the Group will incur additional legal, accounting and other expenses that it did not incur as a private company. The Group will also incur costs associated with its public company reporting requirements. Further, the Group may need to hire additional accounting, financial and compliance staff with appropriate public company experience and technical accounting knowledge. The Group cannot predict or estimate the amount of additional costs that it may incur or the timing of such costs. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The Group intends to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of Management’s time and attention from revenue-generating activities to compliance activities. If the Group’s efforts to comply with new laws, regulations and standards were to differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against the Group and business, financial condition and results of operations.

The EGX is smaller and less liquid than other major exchanges and may be more volatile, which may adversely affect investors’ ability to trade the Shares purchased in the International Offering. The only trading market for the Shares will be the EGX and, as of the date of this Offering Circular, the Company has no plans to list the Shares on any other stock exchange in the near future. The EGX is considerably smaller and consequently less liquid than more developed securities markets, including, for example, those in the United States or the United Kingdom. As of 31 December 2020, the total market capitalization of all the companies listed on the EGX was approximately EGP 646.6 billion and a disproportionately large percentage of the market capitalization and trading volume of the EGX is represented by a small number of listed companies. As of 31 December 2020, the shares of 222 companies were traded on the EGX and the combined market capitalization of the ten companies with the greatest market capitalizations was approximately 49% of the market capitalization of all companies trading on the EGX. As of 31 December 2020, the combined market capitalization of the ten companies with the greatest market capitalizations on the EGX was approximately EGP 319.8 billion. The average daily trading value in the shares of the ten most traded companies on the EGX was approximately EGP 391.0 million during the year to date as of 31 December 2020, which represented approximately 36% of the average daily trading value of all stocks traded on the EGX in the year to date ending 31 December 2020, which was EGP 1,099.3 million (Source: Bloomberg). Trading on the EGX, which is subject to volatility, has traditionally been characterized by a high degree of short-term speculative trading at least partially attributable to the relatively underdeveloped institutional investor base in Egypt. The market value of the Shares may also be subject to significant fluctuation, which may not necessarily be related to the Group’s financial performance. The relatively small size and low liquidity of the EGX in general and the limited public market for the Shares, in particular, may impair the ability of holders of the Shares to sell them in the amount and at the price and time the holder may wish to do so, and may increase the volatility of the price of the Shares.

Purchasers of the Shares must arrange for the Shares to be delivered through an FRA-licensed broker and deposited with an FRA-licensed custodian All transfers of ownership of the Shares must be effected on the EGX by a FRA-licensed broker. Purchasers of Shares must arrange for their Shares to be delivered to a custodian authorized by the FRA (a Local Custodian) to hold dematerialized Shares. The Local Custodian designated by the purchaser will hold the Shares in accordance with the purchaser’s instructions. Neither the Company nor the Selling Shareholder or the Joint Bookrunners will have any responsibility for the performance by the Local Custodians or their agents of their respective obligations under the rules and procedures governing their operations.

30 USE OF PROCEEDS

All of the proceeds from the Combined Offering will be received by the Selling Shareholder. The Selling Shareholder expects to receive net proceeds from the Combined Offering of approximately EGP 2,057.5 million, after the deduction of fees, commissions and other expenses. The Company has agreed to pay fees, commissions and other expenses incurred in connection with the Combined Offering up to a maximum of EGP 75 million. The total fees, commissions and other expenses incurred in connection with the Combined Offering are not expected to exceed EGP 75 million.

31 DIVIDENDS AND DIVIDEND POLICY

The Group currently intends to retain any future earnings in order to support its growth strategy and does not expect to pay any dividends in the foreseeable future. However, the Board expects to review and may revise the Group’s dividend policy each year. Any future determination to declare dividends will be made at the discretion of the Board, subject to applicable laws, and will depend on a number of factors, including the availability of distributable profits, Group’s financial condition, results of operations, capital requirements, contractual restrictions, investment requirements, general business conditions and other factors that the Board deems relevant. There can be no assurance that any dividends will be paid in the future or as to the level of any such dividends. The declaration, amount and payment of dividends are determined, subject to the limitations set forth above, by an absolute majority vote of the shareholders represented at an ordinary general assembly meeting of the Company (Ordinary General Assembly Meeting), generally, but not necessarily, on the recommendation of the Board. The Company may pay dividends only as permitted by law and subject to consideration of its investment requirements, financial condition (including the Group’s level of indebtedness and liquidity requirements) and the Group’s results of operations. Please see “—Distribution of Net Profits and Legal Reserve”. Future dividends will depend on the Group’s results of operations, financial position, dividends received from the Company’s subsidiaries and affiliates, cash requirements, legal reserve and minimum capital requirements, future prospects, restrictive covenants in the Group’s finance agreements and other factors deemed relevant by the Board and the Shareholders.

Distribution of Net Profits and Legal Reserve The profit after-tax of the Group, after deducting all its general expenses and other expenses in each financial year, as increased or reduced, as the case may be, by any profit or loss of the Group carried forward from prior years (the Net Profits), is available for distribution in accordance with the requirements of Egyptian law and the Articles, pursuant to a shareholders’ resolution in an Ordinary General Assembly Meeting. Pursuant to the Articles, the Net Profits shall be distributed in the following order: (a) The Company is required to establish and maintain a legal reserve (the Legal Reserve) to which an amount equal to 5% of the after-tax earnings must be allocated each year unless the legal reserve reaches 50% of the issued share capital. In the event the Legal Reserve falls below such percentage, the allocation should be resumed. As at 30 November 2020, the balance of the Group’s Legal Reserve was EGP 1,495,196, representing 0.2% of the Company’s issued and paid up capital as at such date. (b) 10% of the Net Profits shall be reserved for distribution to the employees of the Company in accordance with the rules set by the Board and as approved pursuant to a Shareholders’ resolution passed in an Ordinary General Assembly Meeting. Such distribution shall be capped at the aggregate annual payroll of the employees. (c) The amount necessary for the distribution of a first share of the Net Profits amounting to 5% to the Shareholders in the capital of the Company, calculated on the basis of the amount paid from the value of their Shares. (d) A maximum amount of 10% of the remaining Net Profits shall be used as payment with respect to the amount of the incorporation shares, if any. (e) A maximum of 10% of the remaining Net Profits shall be distributed to the Board as remuneration. (f) The remaining Net Profits may either (i) be distributed among the Shareholders, (ii) be carried forward to the following year, as proposed by the Board, or (iii) be placed in an extraordinary reserve or extraordinary depreciation fund. The Ordinary General Assembly Meeting may distribute all or part of the Net Profits, as outlined in the periodic financial statements prepared by the Group, and as certified by the Company’s auditors. The Articles provide that dividends are paid annually based on the generated Net Profits and Retained Earnings according to the Group Financial Statements. Subject to the Ordinary General Assembly Meeting approval and Egyptian law requirements, the Company must convene an Ordinary General Assembly Meeting no later than three months after the end of the financial year to review, among other things, the audited financial statements and determine dividends, if any, to be distributed. Dividends declared by

32 resolution of the Shareholders at an Ordinary General Assembly Meeting must be distributed within a maximum period of one month from the date of the Ordinary General Assembly Meeting. Dividends are payable to the Shareholders of record whose names are recorded in the MCDR records as of three business days prior to the actual distribution of such dividend. In kind (bonus shares) dividends paid with respect to the Shares are not currently subject to Egyptian income or withholding taxes under the Egyptian income tax law, as amended. Please see “Taxation—Egyptian Taxation”. The Company does not assume responsibility for any withholding taxes on dividends. In the financial years ended 31 December 2015, 2016, 2017 and 2018 and the financial year ended 31 August 2019, the Company did not distribute any dividends to its Shareholders. The Company declared a dividend payable to its Shareholders for the first time for the financial year ended 31 August 2020 in the amount of EGP 110,267,750, which was paid in January 2021.

33 CAPITALIZATION

The following table sets out the capitalization of the Group as at 30 November 2020. Prospective investors should read this table in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Group Financial Statements included elsewhere in this Offering Circular.

As at 30 November 2020

(EGP thousands) Cash and bank balances 109,125.8 Total Debt — Equity Paid up capital. 730,250.0 Legal reserve 1,495.2 Retained earnings. 285,320.4 Non-controlling interests 9,185.9 Total equity 1,026,251.5

Total capitalization(1) 1,026,251.5

————— Notes: (1) Total equity plus total debt. As of 30 November 2020, the Group had no debt outstanding. At the Ordinary General Assembly Meeting dated 30 November 2020, the Company declared a dividend and resolved to pay the Selling Shareholder a dividend in the amount of EGP 110.3 million for the year ended 31 August 2020. There have been no material changes in the capitalization of the Group since 30 November 2020.

34 EXCHANGE RATE INFORMATION

The following table sets out certain information concerning the exchange rate for the Egyptian pound against the U.S. dollar as quoted by the CBE for the years and months indicated.

Calendar Year High(1) Low(2) Average(3) Period End(4)

(EGP per USD 1.00) 2016 ...... 19.56 7.74 10.09 18.41 2017 ...... 18.92 15.85 17.89 17.79 2018 ...... 17.98 17.67 17.88 17.97 2019 ...... 17.97 16.09 16.87 16.11 2020 ...... 16.29 15.61 15.87 15.80

Monthly in 2021 High(1) Low(2) Average(3) Period End(4)

(EGP per USD 1.00) January ...... 15.80 15.71 15.77 15.80 February ...... 15.80 15.67 15.73 15.78 ————— Notes: (1) The highest sell exchange rate during the year or month concerned. (2) The lowest sell exchange rate during the year or month concerned. (3) The average of all daily sell exchange rates during the year or month concerned. (4) The sell exchange rate in effect on the last day of business in Egypt for the year or month concerned. On 11 March 2021, the sell exchange rate for the Egyptian pound against the U.S. dollar as quoted by the CBE was 15.75. The Egyptian Central Bank and the Banking Sector Law No. 88 of 2003 have recently been repealed and replaced pursuant to the new Central Bank of Egypt and Banking Sector Law No. 194 of 2020 (the Banking Law), which came into effect on 16 September 2020. Under the Banking Law, there are no exchange rate controls in Egypt. Currently, no restrictions on remittances apply to securities listed on the EGX that are purchased by foreign investors and funds. In November 2016, the CBE moved to a liberalized exchange rate regime. As part of this regime, the CBE allowed the Egyptian pound effectively to float freely as part of a series of measures designed to address the macroeconomic and structural imbalances that affect the Egyptian economy. Consequently, banks and other market participants are free to quote and trade at market rates.

35 SELECTED FINANCIAL INFORMATION

The following selected financial information should be read together with the other information contained in this Offering Circular, including the information contained in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the Group Financial Statements included elsewhere in this Offering Circular. This financial information is historic and is not indicative of results to be expected in any future period. The following summary financial information has been derived from the Group Financial Statements included elsewhere in this Offering Circular, which have been prepared by the Company in accordance with EAS and audited by PricewaterhouseCoopers, independent auditors, as stated in their auditors’ reports appearing elsewhere in this Offering Circular. Please see “Presentation of Financial and Other Information—Financial Statements” for more information. For a description of significant differences between EAS and IFRS, please see “Appendix A—Summary of Significant Differences between IFRS and EAS”.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the three-month period ended 30 November For the year ended 31 August

2020 2019 2020 2019 2018

(EGP in thousands) Operating revenue...... 134,796.4 133,855.3 450,235.4 354,248.6 273,586.0 Operating costs ...... (44,396.2) (39,467.0) (156,127.0) (136,088.6) (109,822.4)

90,400.2 94,388.3 294,108.4 218,160.0 163,763.6 General and administrative expenses ...... (32,713.0) (25,815.4) (106,438.0) (92,784.5) (95,731.5) Provisions formed...... ——(1,000.0) (571.2) (1,390.5) Other income… ...... 8,122.8 912.6 2,269.8 3,412.7 2,424.9

Operating profit ...... 65,810.0 69,485.5 188,940.2 128,216.9 69,066.5 Finance income – net ...... 9,618.2 4,809.4 15,739.6 16,864.1 15,960.6 Profit before tax ...... 75,428.2 74,294.9 204,679.8 145,081.0 85,027.1 Current tax expense...... (17,146.1) (16,987.8) (60,435.3) (36,039.6) (21,269.6) Deferred tax (expense)/income...... (165.6) (1,232.7) (200.6) 1,117.4 (1,490.3) Profit for the year...... 58,116.4 56,074.5 144,043.9 110,158.9 62,267.2

Profit is attributable to...... Owners of the parent company ...... 57,798.3 55,397.4 142,387.8 110,077.1 61,734.1 Non-controlling interests ...... 318.1 677.1 1,656.2 81.8 533.1

Profit for the year...... 58,116.4 56,074.5 144,043.9 110,158.9 62,267.2

Basic and diluted earnings per share...... 0.71 1,994 4.10 4,110 1,970

36 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 November As at 31 August

2020 2020 2019 2018

(EGP in thousands) Non-current assets ...... Fixed assets...... 661,619.8 651,326.1 503,454.0 431,896.3 Intangible assets...... 522,274.7 522,326.7 522,606.8 521,814.0 Trade and other receivables...... 16,976.1 17,118.4 17,690.6 —

Total non-current assets...... 1,200,870.6 1,190,771.2 1,043,751.4 953,710.3

Current assets...... Inventories...... 5,023.0 5,058.9 6,485.3 6,865.3 Trade and other receivables...... 28,605.5 21,743.0 32,177.9 26,650.3 Due from related parties...... — 3,499.0 3,659.6 8,684.3 Cash and bank balances ...... 109,125.8 172,411.8 275,119.4 207,787.2

Treasury bills ...... 252,628.9 156,668.0 ——

Total current assets...... 395,383.3 359,380.6 317,442.2 249,987.1

Total assets...... 1,596,253.9 1,550,151.8 1,361,193.6 1,203,697.4

Equity...... Paid up capital ...... 730,250.0 730,250.0 250.0 62.5 Legal reserve...... 1,495.2 125.0 125.0 125.0

Retained earnings...... 285,320.4 351,770.6 226,677.0 129,271.9

Capital and reserves attributable to owners of the parent company 1,017,065.6 1,082,145.6 227,052.0 129,271.9

Non-controlling interests ...... 9,185.9 8,867.8 7,557.5 7,443.2

Total equity...... 1,026,251.5 1,091,013.4 234,609.5 136,715.1

Non-current liabilities...... Deferred tax liabilities ...... 100,316.8 100,151.1 99,950.5 101,068.0

Trade and other payables...... 40,599.1 54,132.2 ——

Total non-current liabilities ...... 140,915.8 154,283.4 99,950.5 101,068.0

Current liabilities ...... Provisions...... 5,623.6 5,623.6 738,802.9 739,622.2 Trade and other payables...... 173,768.1 74,150.7 47,882.6 37,692.9 Deferred revenue...... 186,500.4 178,999.5 210,952.5 156,375.2 Due to related parties...... — 32.9 32.9 10,468.3

Current income tax liability...... 63,194.5 46,048.4 28,962.7 21,755.5

Total current liabilities ...... 429,086.5 459,138.4 1,026,633.6 965,914.2

Total liabilities and equity ...... 1,596,253.9 1,550,151.8 1,361,193.6 1,203,697.4

37 CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three-month period ended 30 November For the year ended 31 August

2020 2019 2020 2019 2018

(EGP in thousands) Cash flows from operating activities ...... Profit before tax...... 75,428.2 74,294.9 204,679.8 145,081.0 85,027.1 Adjustments for: ...... Depreciation...... 11,224.9 9,302.5 41,886.9 37,307.6 32,805.8 Amortization ...... 52.0 76.4 280.1 183.0 97.5 Impairment of payment under investment ...... ————14,192.0 Provisions formed...... ——1,000.0 571.2 1,390.5 Provisions used...... ——(3,915.8) (1,390.6) — Impairment of due from related party...... 745.0 1,603.1 4,588.1 6,808.8 — Impairment of trade and other receivables ...... ——22.3 1,653.8 159.2 Write off trade and other receivables...... ———(207.7) — Gain on sale of fixed assets ...... ———(269.9) — Interest income...... (9,597.1) (5,148.1) (16,383.7) (17,527.6) (15,956.3) Interest expenses...... ————0.2 Income tax paid ...... ——(43,349.6) (28,832.4) (17,702.0)

Operating cash flows before changes in assets and liabilities ...... 77,853.0 80,128.8 188,808.0 143,377.2 100,014.0

Changes in current and non-current assets and liabilities Inventories...... 35.8 (425.4) 1,426.4 380.0 (1,059.9) Trade and other receivables...... (6,720.3) (26,696.0) 10,934.1 (25,930.7) (12,699.6) Due from related parties...... 2,754.0 (2,397.6) (4,427.5) (1,784.0) (4,616.5) Trade and other payables...... (24,183.6) 5,514.2 80,400.3 10,189.7 14,746.2 Deferred revenue...... 7,500.9 (87,895.6) (31,953.0) 54,577.2 33,617.2 Due to related parties ...... (32.9) ——(10,435.5) 29.4 Income tax paid ...... — (413.1) ———

Net cash flows generated from operating activities ...... 57,206.9 (32,184.8) 245,188.4 170,373.9 130,030.9

Cash flows from investing activities ...... Payments to purchase fixed assets ...... (21,518.6) (17,694.1) (189,759.0) (108,935.9) (95,563.7) Payments to purchase intangible assets ...... ———(975.8) (769.8) Payments to acquire investments in subsidiaries...... ————(30.0) Proceeds from amounts paid under investments ...... ————5,763.4 Proceeds from sales of fixed assets...... ———340.5 — Interest received...... 9,597.1 3,576.0 16,434.6 18,794.0 16,590.3

Net cash flows used in investing activities ...... (11,921.5) (14,118.1) (173,324.4) (90,777.1) (74,009.8)

Cash flows from financing activities ...... Capital increase...... ——730,000.0 220.0 — Settlement of deferred consideration for the acquired subsidiary ...... ——(730,263.5) —— Profit Share distribution to employees...... (7,756.1) — (7,336.6) (12,484.5) — Acquisition of non-controlling interests...... — (32.5) (2,032.5) —— Tax on dividends related to distribution to shareholders... (4,854.5) — (8,271.0) ——

Net cash flows used in financing activities...... (12,610.5) (32.5) (17,930.5) (12,264.5) —

Net change in cash and cash equivalents during the year 32,674.9 (46,335.3) 53,960.4 67,332.2 56,021.2 Cash and cash equivalents at the beginning of the year ... 328,880.0 274,919.4 274,919.4 207,587.2 151,566.0

Cash and cash equivalents at the end of the year...... 361,554.7 228,584.1 328,879.8 274,919.4 207,587.2

Represented in: ...... Cash at banks...... 109,125.8 228,784.1 172,411.8 275,119.4 207,787.2 Coverage of a guarantee letter ...... (200.0) (200.0) (200.0) (200.0) (200.0) Treasury Bills: less than 3 months...... 252,628.9 — 156,668.0 ——

361,554.7 228,548.1 328,879.8 274,919.4 207,587.2

38 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of the Group should be read in conjunction with the information set out in “Selected Financial Information” and the Group Financial Statements. For a description of the Group Financial Statements, please see “Presentation of Financial and Other Information”. The following discussion contains certain forward-looking statements that reflect the Group’s plans, estimates and beliefs and involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed below and elsewhere in this Offering Circular, including under “Forward- looking Statements”, “Risk Factors” and “Business”. The Group Financial Statements have been prepared in accordance with EAS which differs from IFRS. For a description of significant differences between IFRS and EAS as they relate to the Financial Statements, please see “Appendix A—Summary of Significant Differences between IFRS and EAS”.

Overview The Group is one of the leading higher education providers in Egypt and operates Nahda University in Beni Suef, or NUB, the first and largest private university in Upper Egypt with approximately 6,270 enrolled students in the 2020/2021 academic year and a total faculty capacity of just over 11,000 across eight faculties including pharmacy, dentistry, medicine, physiotherapy, engineering, computer science, marketing and business administration and media. NUB’s medicine faculty is the largest private medicine faculty in Egypt and one of only five private medicine faculties nationwide. NUB’s location in the Beni Suef governorate provides students from Upper Egypt, a highly populous and underserved region of Egypt, as well as from Cairo, with access to a high quality private education. NUB’s existing campus spans over 75 thousand square meters and the Group has plans to build an additional campus to host NUB’s engineering and humanities faculties on a 27-acre plot of land about five kilometers from NUB’s current campus. NUB came under the management of the Company in 2016 and since then Management, led by Managing Director Mohamed El Rashidi and Chief Financial Officer Khaled Khater, has driven the turnaround of the business through challenging market conditions, significantly increasing the quality of NUB’s educational offering, improving the profitability of the university and developing a strategy to establish the future growth and success of the business. Since 2018, NUB has benefited from an exclusive partnership in Egypt with the Medical University of Vienna International, or MUVI, an internationally ranked university and one of the oldest medical universities in Europe. Together they have developed the curricula for both NUB’s medicine and dentistry faculties. The partnership with MUVI also includes a joint program for staff selection, training and assessment processes and cooperation with periodic audits of NUB’s medicine and dentistry faculties. Management believes this strategic partnership has significantly increased the quality of its medicine and dentistry faculties, helping to make these programs more attractive to applicants. The Group has entered into a joint venture, the Badya JV (incorporated on 1 February 2021), with Palm Hills, one of Egypt’s leading real estate developers, to establish Badya University on a new campus over a land area of 133 thousand square meters in Palm Hill’s Badya project, an integrated multi-use project currently under development in 6th of October City, West Cairo. Subject to final regulatory approvals, Management intends for Badya University to serve Greater Cairo and to be comprised of an Egyptian private university offering health sciences faculties and a foreign branch of a leading international university. Management expects Badya University to commence operations in the 2022/2023 academic year with an expected total faculty capacity of approximately 9,160 students (subject to required regulatory approvals).

Key Factors Affecting Results of Operations The Group’s results have been affected, and are expected to be affected in the future, by a variety of factors, including the following: * demand for private higher education in Egypt; * student enrollment levels; * tuition and other fees;

39 * Management’s ability to control costs and expenses; * importance of its partnerships and joint ventures with leading universities and hospitals; and * MoHE and Private Universities Council policies and requirements, including annual student intake quota restrictions.

Demand for private higher education in Egypt The demand for private higher education in Egypt is driven by a number of factors, including, among other factors, the (i) levels of disposable income, which is a function of the performance of the Egyptian economy, (ii) the size of the university-age population and (iii) the perceived value of the education offered by private universities by potential students as well as their potential employers. Demand levels in Egypt also reflect a fundamental supply-demand mismatch in relation to the relatively low number of private university places per capita in Egypt. According to Euromonitor, disposable income in Egypt has grown from USD 233 billion in 2016 to USD 269 billion 2019 and Euromonitor projects Egyptian disposable income to grow from USD 269 billion in 2019 to USD 397 billion in 2025 (Euromonitor). In 2020, the Egyptian population was approximately 100 million and approximately 42% of that population was under the age of 19. Euromonitor projects that the Egyptian population will increase at CAGR of 1.6% between 2020 and 2025. Management believes that the growing Egyptian population will drive demand for higher education in the future, including at private universities. Additionally, Egyptian parents have historically placed a high value on their children’s education and are willing to incur significant costs so that their children are able to receive high-quality education, which Management believes benefits Egyptian private universities over public universities. Over the past several years, private universities have enjoyed a consistent increase in the number of applicants and as a result, private universities have increased their share of all university students from 7.8% for the 2016/2017 academic year, to 8.8% for the 2017/2018 academic year and 9.7% for the 2018/2019 academic year, representing a CAGR of 16.5%. Management believes this share remains relatively low and that significant opportunities for growth exist. Management believes these factors should be considered in light of Egypt having a relatively low number of universities per million capita, standing at 0.5, compared to, for example, 6.4 per million capita in the United States, 4.3 per million capita in Morocco and 1.4 per million capita in Saudi Arabia. The average number of universities per million capita for the United States, Japan, Germany, Morocco, United Arab Emirates, Tunisia, Jordan, Saudi Arabia and China combined is 3.7. While in light of these factors Management anticipates that the demand for private higher education in Egypt will continue to increase, adverse trends in any of these areas could conversely negatively affect demand for private formal higher education.

Student enrollment levels The Group’s operating revenue and margins depend on the number of students enrolled in its faculties and the faculties in which they enroll because the Group sets its tuition fees by faculty. The Group’s student enrollment levels largely depend on a number of factors, including but not limited to: * The reputation of the Group’s faculties. The reputation of the Group’s faculties are mainly driven by the perceived quality of education provided. Quality of education is one of the most important factors that Egyptian students and parents consider when choosing their university. * The Group’s student intake quota per faculty, as approved by the Private Universities Council. The number of students each faculty is allowed to admit each academic year is set and approved by the Private Universities Council at the establishment date of the faculty based on the faculty’s capacity. Capacity is determined by, among other things, the space available in physical buildings and the quantity of equipment/labs and hired teaching staff. The capacity measures and requirements are different for each faculty, and the faculty is allowed to apply for an increase in its approved quota from time to time based on increases in the capacity measures. * Changes in the Group’s annual student intake quotas. Annual student intake quotas, or student intake quotas, are the total number of students NUB may enroll in any given academic year. The Group’s student intake quotas are subject to change from time to time. Historically, these changes have always been increases, with the exception of

40 a decision by the Private Universities Council (upon instructions by the MoHE) to adjust the student intake quotas for the dentistry and pharmacy faculties downward by 20% and 25%, respectively, commencing with the 2019/2020 academic year. This downward adjustment was made in order to reduce the gap between the number of graduated dentists and pharmacists in Egypt and the expected market need for dentists and pharmacists. The decrease in student intake quotas for these faculties was also aimed at bringing the average number of graduates of those faculties in line with international averages, since according to recent governmental studies and statistics, Egypt has been above the international average in recent years. The student intake quota reductions for NUB’s dentistry and pharmacy faculties were approved by the MoHE for the 2019/2020 and 2020/2021 academic years, and NUB will comply with these decreased student intake quotas until further notice from the MoHE. Management does not expect further decreases in the student intake quotas for the dentistry and pharmacy faculties because the Egyptian government’s studies and decision did not consider migrating graduates to other professions and assumed consistent demand for these professional specialties without factoring in future market needs that are expected to result from population increases. The current market need for the graduates of other faculties is expected to continue and Management does not anticipate similar reductions in the student intake quotas for other faculties. The MoHE’s decision to reduce the student intake quotas for the dentistry and pharmacy faculties further increased the supply-demand mismatch for these faculties (with a large number of students competing for a smaller number of seats). In response, the Group adopted a one-time significant increase in tuition fees charged for the dentistry and pharmacy faculties to offset the decrease in the number of enrolled students during the academic year and in order to benefit from the increase in demand, while also increasing profitability by serving fewer students. Despite increases of 44% and 36% in tuition fees for the dentistry and pharmacy faculties, respectively, both faculties were fully enrolled for the 2019/2020 academic year. Increases in student intake quotas drive the overall number of students enrolled and therefore support increased tuition revenue. Notably, the student intake quota for NUB’s medicine faculty, which is fully enrolled, was increased by 60% from the 2019/2020 academic year to the 2020/ 2021 academic year, from 272 students to 408 students, which Management expects will result in revenue growth. * Student intake quota utilization rates. The student intake quota utilization rate, or intake utilization rate, refers to the number of students enrolled in each faculty per academic year as a percentage of the annual student intake quota for the faculty. The intake utilization rate is a significant factor used by the Group to achieve its targeted overall student enrollment which impacts the Group’s potential to increase revenue over time. Overall student enrollment is defined as the number of students enrolled in each faculty as a percentage of the faculty’s total capacity (the intake quota multiplied by the years of study). Intake utilization rates vary from faculty to faculty and year to year. Once the intake utilization rate for any given faculty reaches 100%, the Group’s ability to grow operating revenues from that particular faculty is limited to increases in tuition fees, unless and until such time as the annual student intake quota for the faculty is increased. The following is a brief summary of historical intake utilization rates for each of NUB’s faculties. Pharmacy and Dentistry. The pharmacy and dentistry faculties fully utilized their student intake quota of 400 and 315 students, respectively, for the 2017/2018 and 2018/2019 academic years. Beginning with the 2019/2020 academic year, these faculties have fully utilized their reduced student intake quotas (see “—Changes in the Group’s student intake quotas” above) of 300 and 252 students, respectively. Medicine. The Group’s medicine faculty utilized 100% of its first student intake quota of 250 students in the 2019/2020 academic year, and 100% of the increased student intake quota of 400 students for the 2020/2021 academic year. Physiotherapy. The Group’s physiotherapy faculty utilized 100% of its first student intake quota of 280 students in the 2020/2021 academic year. Computer Science. The Group’s computer science faculty was fully utilizing its student intake quota of 50 students until the 2019/2020 academic year, when its student intake quota increased from 50 to 150 students. The student intake quota was further increased from 150 to 200

41 students for the 2020/2021 academic year. The faculty utilized 87% of the 2020/2021 student intake quota as the student intake quota increase decision was issued by the Private Universities Council at the end of the enrollment window. Engineering. The Group’s engineering faculty’s intake utilization rates on its student intake quota of 225 students gradually increased from 55% in the 2017/2018 academic year to 87% in the 2019/2020 academic year. The student intake quota increased to 375 students for the 2020/2021 academic year. Although 110 new students enrolled, the intake utilization rate for the 2020/2021 academic year dropped to 29%. Marketing and Business Administration. The Group’s marketing and business administration faculty’s intake utilization rate for its student intake quota of 300 students increased from 34% in the 2017/2018 academic year to 56% in the 2020/2021 academic year. Media. The Group’s media faculty’s intake utilization rate for its student intake quota of 100 students increased from 45% in the 2017/2018 academic year to 50% in the 2020/2021 academic year. Increases in intake utilization rates directly impact the Group’s operating revenue by monetizing spare capacity by increasing the size of the overall student enrollment. NUB’s overall intake utilization rate increased from 62% for the 2015/2016 academic year to 80% for the 2020/2021 academic year (90% excluding the engineering faculty, which had a significant increase in its student intake quota for the 2020/2021 academic year but did not have a corresponding increase in enrollment, resulting in lower utilization for this faculty). Because a significant part of the Group’s cost structure is fixed, increases in operating revenue result in an increase in the Group’s profit margins due to the Group’s operating leverage. For the financial years ended 31 August 2020, 2019, and 2018, the Group was able to translate a revenue CAGR of 28% into an adjusted EBITDA CAGR of 37% and an increase in adjusted EBITDA margin from 47% for the financial year ended 31 August 2018 to 53% for the financial year ended 31 August 2020. The Group achieved these increases in profitability and margins during the last three years despite the introduction of many quality initiatives and their associated costs, including in relation to the MUVI partnership, the hiring of qualified professors, CSR initiatives, changes to corporate governance, and the enhancement of the overall student experience, which are the essential foundation for offering a high quality education and increasing the market awareness, which is required in order to enable further increases in the intake utilization rates and ultimately operating revenue, which Management believes will lead to increases in the Group’s profitability margins. * The attractiveness of the Group’s facilities and the programs offered by the Group’s faculties. Students are drawn to particular institutions of higher education by a variety of factors, including the quality of a university’s facilities and the totality of the programs, both academic and extracurricular, that a particular university offer. In addition to the high quality academic opportunities provided in each of its faculties, NUB offers an attractive academic setting on a spacious campus with modern, well maintained grounds and facilities. Beyond the classroom, NUB offers a range of extracurricular clubs and activities, including athletics, social organizations, arts and cultural experiences. Management believes that together these academic and extracurricular offerings provide a high quality overall experience for students, which increases the attractiveness of NUB’s offering and drives student enrollment. * The Group’s unique position in Upper Egypt. Management also believes that NUB’s position as one of only two operating private universities serving Upper Egypt, the most populous region in Egypt, is a key factor in achieving its enrollment levels. Since it has taken over day-to-day control of NUB in 2016, Management has worked on improving overall student enrollment levels in NUB’s faculties. NUB has collaborated with MUVI, a globally recognized educational institution, to develop the curriculum, design NUB’s educational hospital and cooperate in staff assessment and audit for its medicine and dentistry faculties. The collaboration in part resulted in NUB having full enrollment in its newly-introduced medicine faculty in the 2019/2020 academic year, the first year following its launch. Likewise, NUB’s physiotherapy faculty was fully enrolled in the first year following its launch, at the beginning of the 2020/2021 academic year. The Group also offers students certificated technical training courses for computer programs commonly used in the workplace such as

42 Cisco, Oracle and SAP. Management expects to continue to explore new partnerships with reputable institutions to improve the quality of offerings of its existing and new faculties to drive increases in enrollment levels. The Group believes its attractive curriculums and its high initial graduate employment rate also help it to attract students who seek high-quality private education as a pathway to employment or additional higher education. According to Management, following the 2018/2019 academic year, 84% of NUB’s graduates had secured employment within six months of graduation. Moreover, the quality of the Group’s professors is also a major factor in the success of the Group’s programs. Consequently, the Group applies stringent professor selection criteria and maintains a program for the Group’s newly-hired and experienced professors, as well as regular and on-going professor evaluation processes to assess and improve their performance.

Tuition fees and other fees The Group’s profit margins and results of operations are affected by the level of tuition fees and, to a substantially lesser extent, housing subscriptions and other fees the Group is able to charge. The level of tuition and other fees, and the associated margins, vary based on the faculty in which the student is enrolled. In order to determine the profitability margin of each faculty, the Group calculates faculty margin as tuition fees revenue for the faculty less salaries and wages of the faculty’s academic staff, divided by tuition fees revenue for the faculty (faculty margin is a non-EAS financial measure, see “Presentation of Financial and Other Information – Non-EAS Financial Measures”). Management focuses on the dentistry, pharmacy and medicine faculties at NUB because at private universities, those faculties generate the highest margins. NUB’s faculty margins are 88% for dentistry, 87% for pharmacy and 86% for medicine, compared to 68% on average for NUB’s other faculties in the 2019/2020 academic year. For the 2020/2021 academic year, 4,183 of NUB’s 6,273 students (or 67%) are enrolled in these three faculties. Additionally, the physiotherapy faculty launched in the 2020/2021 academic year is expected to be one of the highest margin faculties once it approaches its full capacity. The tuition fees the Group charges are typically set based on the demand for the particular educational program, the tuition and other fees charged by its competitors, the Group’s pricing strategy and general economic conditions in Egypt and more specifically Upper Egypt, where the campus is located. Historically, the Group has kept its tuition fees at levels that Management believe are competitive as compared to its competitors in order to attract more students and increase student enrollment and market share. For example, the Group maintained tuition fees for its media, computer science and marketing & business administration faculties constant from the 2016/2017 academic year through the 2018/2019 academic year in order to increase enrollment in those faculties. Market conditions and demand permitted Management to implement increases in tuition fee levels in those faculties for the 2019/2020 academic years and the 2020/2021 academic years. Similarly, in order to mitigate the impact of MoHE’s decision to revise the student intake quota for the dentistry and pharmacy faculties downwards by 20% and 25%, respectively, management opted to increase the tuition fees for those faculties’ incoming classes in the 2019/2020 academic years by 44% and 36%, respectively. For the 2020/2021 academic year, as a result of increased demand, Management further increased the tuition fees for both of those faculties by 25% and 10%, respectively.

Management’s ability to control costs and expenses The Group’s profitability margins and results of operations also depend on the Group’s ability to control its operating costs and general and administrative expenses. For the years ended 31 August 2018, 2019 and 2020, the Group’s operating costs, which consist primarily of salaries and wages and depreciation and amortization expenses, represented 40%, 38% and 35% of operating revenue, respectively. Salaries and wages mainly comprised teaching staff salaries and benefits and constituted 17%, 16% and 14% of the Group’s operating revenue for the years ended 31 August 2018, 2019 and 2020, respectively. Despite restructuring its compensation plan in 2019 and 2020 in order to attract qualified teaching staff and to continue to enhance the quality of the education offered to students, Management was able to reduce salaries as a percentage of revenue by increasing student enrollment. The restructuring of the compensation plan also resulted in an increase in the quality of the teaching provided to students, which in turn has supported increased tuition fees. For the years ended 31 August 2018, 2019 and 2020, general and administrative expenses as a percentage of the Group’s operating revenue was 35%, 26% and 24%, respectively. The principal components of the Group’s general and administrative expenses are administrative staff costs and professional fees. For the years ended 31 August 2018, 2019 and 2020, administrative staff costs and professional fees as a percentage of the Group’s operating revenue was 15%, 12% and 12%, respectively. General and administrative expenses

43 as a percentage of revenue was a relatively high 35% for the year ended 31 August 2018, compared to 26% and 24% for the years ended 31 August 2019 and 2020, respectively, due to a one-off loss of disposal amount paid under investments of EGP 14.2 million in the year ended 31 August 2018 relating to the Company’s initial acquisition of its interests in NUB. For further detail, see “Results of Operations for the three years ended 31 August 2020, 2019 and 2018—General and administrative expenses”.

Importance of its partnerships and joint ventures including with leading universities and hospitals Given the importance of the quality of the education it provides, the Group has entered into strategic partnerships and joint ventures with third parties to enhance their academic, clinical and practical offerings. Management believes such partnerships drive both enrollment and tuition fee levels. The Group has collaborated with MUVI to develop and launch NUB’s medicine faculty and to improve the offering of its dentistry faculty. Management believes this partnership has enabled the Group to offer students an education on par with that of a leading European university by working closely with MUVI to develop the curriculum and related teaching methodologies, among others. The cost of the partnership with MUVI was EUR 0.75 million for the financial year ended 31 August 2020. Before the start of the 2020/2021 academic year, the Group expanded its partnership with MUVI for its medicine faculty to include NUB certificate attestation, quality assurance, access to MUVI material, and broader operational supervision. As a result of this expansion of the scope of the partnership, the partnership cost for the medicine faculty increased from EUR 0.33 million for the financial year ended 31 August 2020 to EUR 0.75 million for the financial year ending 31 August 2021, which is expected to increase the total partnership cost to EUR 1.17 million for the financial year ending 31 August 2021. The costs associated with the MUVI partnership are broken down as follows: * Medicine: EUR 725 per student, subject to an annual minimum payment of EUR 750,000. The Group is paying the minimum payment amount for the 2020/2021 academic year because the number of students enrolled did not exceed the minimum of 1,035 students given the medicine faculty (launched for the 2019/2020 academic year) is still relatively new. * Dentistry: EUR 350 per new student and EUR 220 per existing student. New students are defined as students enrolled during or subsequent to the 2019/2020 academic year (the start date of the partnership). Existing students are defined as all students enrolled prior to the 2019/2020 academic year. The total cost of the partnership for the dentistry faculty for the 2020/2021 academic year is EUR 418,310. The Group has also signed two addendum contracts with MUVI for in-person and remote lectures at the dentistry and medicine faculties. The number of lectures is determined based on the Group’s request and on an as-needed basis, and priced at EUR 10,800 per week for in-person lectures and from EUR 1,400 to 1,500 per remote lecture. The Group plans to request around 100 remote lectures for the 2020/2021 academic year for both faculties and no in-person lectures. In addition, during the financial year ended 31 August 2018, the Group introduced Aptech English and computer courses at NUB. Approximately, 4,200 NUB students enrolled in each of these programs during the 2020/2021 academic year, making NUB one of largest Aptech centers globally. The programs are designed to enhance the students’ learning experience as teaching at NUB is conducted mainly in English and depends to a large extent on computer and e-learning platforms. Also, the programs are designed to equip the students with the language and computer skills needed to enhance their employment opportunities after graduation. NUB’s Aptech center is expected to generate EGP 22.0 million revenue in the 2020/2021 academic year with an Aptech royalty fee of 12.5% of revenue. Likewise, Management believes having a foreign branch of a leading international university located at Badya University in Western Cairo will be important to the attractiveness and financial success of the Badya JV, the Group’s joint venture with Palm Hills.

MoHE and Private Universities Council policies and requirements, including student intake quota and pricing regulations Egyptian private universities are subject to the supervision of the MoHE and the Private Universities Council. Certain of the regulations adopted and guidance issued by the MoHE and the Private Universities Council from time to time may affect the results of operations of the Group, including in particular the regulations and guidance issued in relation to the establishment of student quotas per faculty.

44 Pursuant to applicable Egyptian law the number of students each private university is able to admit each academic year is set and approved by the Private Universities Council for each of the university’s faculties when established. These admission quotas may be revised from time to time at the request of a university based on increases in capacity. NUB’s admission quotas per faculty as approved by the Private Universities Council, have been subject to increases and decreases from time to time. For example, during 2019 NUB obtained an increase in its admission quota for the computer science faculty from 50 to 150 students, and in November 2020 NUB obtained a further increase in its student intake quota for its computer science faculty from 150 to 200 students. NUB was also able to increase its first student intake quota for the medicine faculty from 250 students in the 2019/2020 academic year to 400 students in the 2020/2021 academic year. The sole exception to increases in admission quotas in recent years was a decision to adjust the quotas for the dentistry and pharmacy faculties quotas downward by 20% and 25%, respectively, the 2019/2020 academic year. Management was able to fully offset the impact on revenue of those downward revisions in admission quotas for the dentistry and pharmacy faculties by increasing its tuition fees in those faculties in both the 2019/2020 and 2020/2021 academic years. See “—Student enrollment levels”. Private universities in Egypt are entitled to set the price of their own tuition fees and are also entitled to make fair annual increases to such fees and subscriptions, taking into account market conditions, university operational conditions and other factors. The MoHE and the Private Universities Council may provide private universities with non-binding recommendations as to what they view to be a fair annual increase given the relevant circumstances in any given year or may intervene to propose amendments to an increase proposed by a private university in light of inflation rates. On that basis, the MoHE has encouraged private universities not to apply excessive or unreasonable increases to its tuition fees for the 2020/2021 academic year, given the Covid-19 pandemic effect on the economy in general. As required by regulations adopted by the Private Universities Council, the Group’s refund policy is as follows: (i) 100% of tuition fee up to the first day of the academic year; (ii) 90% refund within one month after the start of the academic year; and (iii) no refunds thereafter. Separately, under Egyptian law, the main purpose of a private university may not be to gain profit; however, it is not prohibited from making profit and distributing dividends to its shareholders. NUB is therefore allowed to generate profits, so long as that is not its main purpose, which is stated in NUB’s Presidential Incorporation Decree No. 253 of 2006 as contributing to the enhancement of the level of education and scientific research, providing modern scientific specialties for the training of experts and specialists in all fields, connecting NUB’s goals and the advancement of society’s needs, providing research services to third parties and providing the latest advanced equipment in order to maintain cultural and scientific relations among universities and scientific organizations. Accordingly, Management believes that this regulatory requirement (other than change in admission quotas) has not significantly affected its results of operations; however, changes in the applicable law in this regard could have an adverse effect on the Group’s results of operations.

Non-EAS Financial Measures This Offering Circular includes certain financial information which has not been prepared in accordance with EAS, IFRS or other generally accepted accounting principles. These include EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, working capital, working capital to operating revenue, total cash conversion cycle, gross profit margin, net profit margin, profit before tax margin and faculty margin. For more information on how each of these measures are calculated, see below.

Adjusted EBITDA and Adjusted EBITDA Margin The following table provides a reconciliation of the Group’s operating profit for the period/year to adjusted EBITDA and adjusted EBITDA margin for the three-month periods ended 30 November 2020 and 30 November 2019 and each of the years ended 31 August, 2020, 2019 and 2018, along with an explanation of how each of these non-EAS financial measures is calculated.

45 For the three-month period ended For the year ended 30 November 31 August

2020 2019 2020 2019 2018

(EGP thousands, except percentages) Operating Profit...... 65,810 69,486 188,940 128,217 69,067 Depreciation expenses ...... 11,225 9,303 41,887 37,308 32,806 Amortization expenses...... 52 76 280 183 98

EBITDA(1)...... 77,087 78,865 231,107 165,708 101,971

EBITDA margin(2) ...... 57% 59% 51% 47% 37% Adjustments to EBITDA: ...... Legal, advisory and other expenses incurred in connection with the shareholders’ acquisition of NUB ...... — 2,731 3,826 4,980 8,263 Discontinued operations and one-off gains/expenses, which are not recurring in the ordinary course of the Group’s operations...... (6,243) 1,603 4,588 13,335 18,032 Capital gain or loss resulting from the sale of fixed assets...... ———(270) —

Adjusted EBITDA(3) ...... 70,844 83,199 239,521 183,753 128,266

Adjusted EBITDA margin(4) ...... 53% 62% 53% 52% 47% ————— Notes: (1) EBITDA is defined as operating profit for the period/year excluding depreciation and amortization expenses. (2) EBITDA margin is calculated as EBITDA divided by operating revenue. (3) Adjusted EBITDA is defined as operating profit for the period/year before depreciation and amortization expenses; legal, advisory, and other expenses incurred in connection with the shareholders’ acquisition of NUB in the 2015 calendar year and subsequently paid by the Company on behalf of the shareholders; discontinued operations and one-off gains/expenses which are not recurring in the ordinary course of the Company’s operations and do not entail further accrual of the same nature or for the same purpose in the future; and capital gain or loss resulting from the sale of fixed assets. (4) Adjusted EBITDA margin is calculated as adjusted EBITDA divided by operating revenue. Adjusted EBITDA means, with respect to any period, the Group’s consolidated operating profit for such period, plus or minus an amount which, in the determination of such operating profit, has been deducted or added for (a) depreciation and amortization charges and (b) any legal, advisory, and other expenses incurred in connection with the shareholders’ acquisition of NUB in 2015, and subsequently paid by the Group on behalf of the shareholders, (c) discontinued operations and one-off gains/expenses, which are not recurring in the ordinary course of the Group’s operations, and do not entail further accrual with the same nature or for the same purpose in the future and (d) capital gain or loss resulting from the sale of fixed assets. Adjusted EBITDA decreased by EGP 12.4 million, or 14.8%, to EGP 70.8 million for the three-month period ended 30 November 2020 from EGP 83.2 million for the three-month period ended 30 November 2019. Adjusted EBITDA increased by EGP 55.8 million, or 30.3%, to EGP 239.5 million for the year ended 31 August 2020 from EGP 183.8 million for the year ended 31 August 2019. Adjusted EBITDA increased by EGP 55.5 million, or 43.3%, to EGP 183.8 million for the year ended 31 August 2019 from EGP 128.3 million for the year ended 31 August 2018. The variation in adjusted EBITDA over the periods under review was mainly the result of changes in operating profit. During the periods presented, the operating profit has been adjusted as follows: * During the year ended 31 August 2018, the Group paid EGP 8.3 million of legal and founders’ fees in relation to the acquisition of NUB and wrote-off EGP 18.0 million as “discontinued operations”, of which EGP 14.2 million related to the write-off of 2015 transaction related assets, and EGP 3.8 million related to the closure of its Aptech center in Cairo. In 2018, the Group equipped an Aptech center in Cairo to provide IT and English courses, however, the Egyptian

46 Government suspended the licensing of new centers country-wide which forced the Group to cancel its plans for the Cairo training center and write-off all of the pre-operating expenses incurred in relation to the center. * During the year ended 31 August 2019, the Group paid EGP 5.0 million of legal and founders’ fees in relation to the acquisition of NUB, EGP 6.5 million of pre-operating costs to establish its partnership with the MUVI and wrote-off EGP 6.8 million as “discontinued operations” in relation to an intercompany balance provided to finance the operations of Media Monitor. * During the year ended 31 August 2020, the Group paid EGP 3.8 million of legal, tax, and governmental fees in relation to the transfer of NUB founder quotas to the Group, and wrote-off EGP 4.6 million as “discontinued operations” in relation to an intercompany balance provided to finance the operations of Media Monitor. * During the three month period ended 30 November 2020, the Group recognized EGP 7.0 million as other income from a release of liability in relation to the acquisition of Nahda University, and wrote-off EGP 0.7 million as “discontinued operations” in relation to an intercompany balance provided to finance the operations of Media Monitor. The Group ceased to operate Media Monitor in December 2020 and transferred its ownership of the platform on 18 February 2021.

Other Non-EAS Financial Measures The Group also presents working capital, working capital to operating revenue, total cash conversion cycle, faculty margin, gross profit margin, net profit margin and profit before tax margin as non-EAS financial measures. Working capital, working capital to operating revenue and total cash conversion cycle: Please see “—Liquidity and Capital Resources–Working Capital” for a discussion of changes in working capital and related measures for the periods under review. Faculty margin: The Group calculates faculty margin as tuition fees revenue for the faculty less salaries and wages of the faculty’s academic staff, divided by tuition fees revenue for the faculty. Please see “—Key Factors Affecting Results of Operations–Tuition fees and other fees” for a discussion of faculty margin. Gross profit margin: The Group calculates gross profit margin as operating revenue minus operating costs, divided by operating revenue. Net profit margin: The Group calculates net profit margin as profit for the period/year divided by operating revenue. Profit before tax margin: The Group calculates profit before tax margin as profit before tax divided by operating revenue.

Seasonality The Group collects tuition fees and housing subscriptions prior to the start of the first and second semesters (typically, in September and December each year) and recognizes the revenue as the service is provided during the semester on a daily basis. Minimal revenue is recognized during the fourth quarter of the Group’s financial year, which when the summer semester occurs. At the same time, costs are distributed equally throughout the Group’s financial year because fixed costs (which comprise salaries and wages, social insurance, depreciation, amortization, amortization expense of prepaid expenses, rent fees, security, cleaning expenses, professional fees expense, advertising expenses (only annual contractual), telephone and fax expense, real estate tax expense) represent a significant portion of the Group’s total costs (which comprise operating costs and general and administrative expenses). As a consequence, the Group recognizes losses at the “profit for the period level” in the fourth quarter of its financial year. In response to the Covid-19 pandemic, the Universities Council shifted the date of the summer semester of the 2019/2020 academic year of Egyptian private universities. In addition, start date of the 2020/2021 academic year of Egyptian private and public universities was delayed by approximately one month to 17 October 2020. This delay resulted in the recognition by the Group of only 45 days of revenue in the three-month period ended 30 November 2020, compared to the recognition of 71 days of revenue in the three-month period ended 30 November 2019. Management expects the recognition of revenue will normalize over the course of both the six-month period ending 28 February 2021 and the financial year ended 31 August 2021.

47 The following table illustrates the Group’s revenue recognition, cost distribution and adjusted EBITDA distribution on a quarterly basis for each of the years ended 31 August 2019 and 2020. The percentages set out are for illustrative purposes and are not necessarily indicative of percentages for quarters in future periods.

Year ended 31 August 2019 Year ended 31 August 2020

Full Full financial financial Q1 Q2 Q3 Q4 year Q1 Q2 Q3 Q4 year

Operating revenue recognized in the quarter (% of operating revenue) ...... 29% 29% 30% 12% 100% 30% 30% 38% 2%(1) 100% Costs per quarter (% of cost)(2) ...... 25% 26% 25% 24% 100% 24% 28% 25% 23% 100% Adjusted EBITDA (% of Adjusted EBITDA) ...... 32% 32% 35% 1% 100% 34% 33% 48% (16%) 100% ————— Notes: (1) Summer semester was shifted from the year ended 31 August 2020 to the start of the 2020/2021 academic year by order of the Universities Council in response to the Covid-19 pandemic. (2) Costs for purposes of this table are defined as operating costs and general and administrative expenses.

Recent Developments The Group recently purchased the land on which NUB’s campus is situated in Beni Suef from the Beni Suef governorate. On 4 November 2020, the Beni Suef governorate sent NUB a “notice to purchase” letter in relation to the land. The notice to purchase sets the price of the land at EGP 109 million. The price of the land was determined by the governorate’s cabinet pricing committee in a report issued in 2017 (calculated as EGP 105.3 million for the land plus EGP 3.7 million in administrative fees). The 2017 report priced the university land area of 75,198 SQM at EGP 1,400 per square meter. The notice to purchase was based on the governorate’s plan to revise the purchase price by the end of November 2020. NUB’s land use rights with the governorate are based on an indefinite term usufruct decision and agreement with the governorate, originally granted in 2005, stipulating an annual usufruct fee of 5% of the land price, and includes the right for the governorate to request that the cabinet pricing committee recalculate the land price every three years. The Group responded affirmatively to the governorate’s notice to purchase letter and agreed to pay the EGP 109 million purchase price according to the following payment plan, with any deferred payment subject to the CBE interest rates (corridor rate): * Down payment: 57% of the land price plus administrative fees (EGP 63.7 million); * One year following the contract date: 21.5% of the land price (EGP 22.63 million); and * Two years following the contract date: 21.5% of the land price (EGP 22.63 million). On 30 December 2020, the Group paid the EGP 63.7 million down payment to purchase the land and signed the land contract with the Beni Suef governorate on 17 January 2021. On 17 December 2020, the Extraordinary General Assembly Meeting approved a ten-for-one share split of the Company’s ordinary shares. Accordingly, the shares’ par value has become EGP 1 instead of EGP 10 per share before the split and the number of issued shares became 730,250,000 instead of 73,025,000. In addition, the same Extraordinary General Assembly Meeting approved the increase of the authorized capital of the Company from EGP 1,000,000,000 to EGP 2,000,000,000. The Group entered into an agreement with Cleopatra Hospitals Group in August 2019, to establish a teaching hospital in Beni Suef to support NUB’s medicine faculty. However, in August 2020 the agreement automatically expired without ever coming into force as a result of certain conditions precedent not being met within one year of the execution of the agreement. The Group decided not to extend or renew the agreement.

Overview of Consolidated Statement of Profit or Loss Line Items A description of the principal line items from the Group’s consolidated statement of profit or loss for the period under review is set forth below.

48 Operating revenue The Group’s operating revenue is primarily comprised of tuition fees. The Group collects tuition fees prior to the beginning of each academic semester and, in accordance with its revenue recognition policy, recognizes the tuition fees as revenue on a daily basis as the associated academic services are provided. Operating revenue also includes student housing subscriptions, bus subscriptions and other educational fees.

Operating costs The Group’s operating costs include salaries and wages for academic staff, depreciation expense, educational activities expenses, utilities expenses, land rent fees, laboratory expenses, educational governmental fund subscription, transportation and travel expenses, other expenses, conference, symposium and training expenses, governmental fees and amortization expenses. The Group allocates its operating costs equally on an accrual basis across the financial year.

General and administrative expenses The Group’s general and administrative expenses include salaries and wages for administrative staff, professional fees, advertising expenses, security, VAT on management fees, transportation and travel expenses, community service expenses, receivables impairment, social insurance, cleaning, internet and water, rent, maintenance fees, telephone and fax expenses, conference and camps expenses, depreciation expenses, real estate tax, amortization expense, end of services expense and other expenses. Management fees are the amounts charged by the Company to NUB for management services provided, including in the areas of finance, human resources, strategy and planning, procurement, IT, engineering, legal, HSE, and administrative services. The calculation of management fees includes daily rates applied to the management team, 10% of the payroll cost of NUB, cost-plus billing on procured services, and startup fees. For the years ended 31 August 2020, 2019, and 2018, management fees charged by the Company to NUB amounted to EGP 55.1 million, EGP 54.6 million, and EGP 48.6 million, respectively. The management fees revenue recognized by the Company and the corresponding expense recognized by NUB are eliminated against each other in the Group’s consolidated financial statements, with only the excise tax on these services payable by the Group. Under VAT law, Management fees are subject to a 10% excise tax which is charged as an expense and recorded under general and administrative expenses. The 2016 VAT law imposed a 14% VAT charge on all goods and services except for machinery and equipment used for production purposes, which are subject to a 5% VAT. The 2016 VAT law also set excise tax rates at 10% for management and professional services (without the deduction of input VAT).

Provisions formed Provisions formed includes lawsuit provisions, tax provisions and other provisions. In addition, provisions include amounts set aside for the repayment of a loan to the Group from the Selling Shareholder relating to the acquisition of its interests in NUB and Nahda Education S.A.E (Nahda Education) and its 98.9%-owned subsidiary Nahda University Mohamed El Rashidi & Partners (Nahda Limited Partnership). During 2020, the Group used the provision balance to fully settle the loan to the Selling Shareholder. See “Ownership and Corporate Structure–Acquisition of Nahda University” for a discussion of those acquisition arrangements.

Other income Other income includes on-demand fluctuating services such as printing, laundry, restaurant revenue share, educational outpatient fees and the sale of experimental supplies.

Finance income (cost) – net The Group’s net finance income or cost is calculated as interest income and foreign currency gains, less interest expenses and foreign currency losses.

Current tax expense Current tax expense comprises income tax due based on the tax rate applicable to the Group’s profit.

Deferred tax (expense)/income Deferred tax expense or income arises from temporary differences between the tax basis of fixed and intangible assets and their accounting carrying amounts.

49 Results of Operations for the three-month periods ended 30 November 2020 and 2019 Operating revenue The following table sets out the Group’s enrollment figures and certain information relating to tuition fees revenue and other revenue for the periods indicated.

Three-month period ended 30 November

2020 2019

Number of students ...... 6,273 5,577 Growth rate...... 12% —

Tuition fees revenue (EGP millions) ...... 129.9 127.8 Growth rate...... 2% —

Tuition revenue per student (EGP) ...... 20,704 22,908

Growth rate...... -9.6% —

Other revenue(1) per student (EGP) ...... 784.7 1,092.9 Growth rate...... -28% —

Other revenue(1) (EGP millions) ...... 4.9 6.1 Growth rate...... -19% —

Operating revenue (EGP millions)...... 134.8 133.9 Growth rate...... 1% —

————— Notes: (1) Other revenue includes student housing subscription, bus subscription and other educational fees. The Group’s operating revenue increased by EGP 0.9 million, or 0.7%, to EGP 134.8 million for the three- month period ended 30 November 2020 from EGP 133.9 million for the three-month period ended 30 November 2019. The increase was principally driven by an increase in tuition fees revenue, which increased by EGP 2.1 million, or 1.7%, to EGP 129.9 million for the three-month period ended 30 November 2020 from EGP 127.8 million for the three-month period ended 30 November 2019. The increase in tuition fees revenue resulted from an increase in the number of enrolled students, which in turn resulted in an increase in average tuition revenue per student of 12%. Despite significant tuition increases for newly enrolled students in the 2020/21 academic year, tuition fees revenues experienced only marginal growth as a result of the Group’s revenue recognition policy which is based on the number of days of delivering the academic service to students. Due to Covid-19, the start of the 2020/2021 academic year was delayed, resulting in a first quarter comprising 45 academic days in the first quarter of the 2020/2021 academic year compared to 71 days in the first quarter of the 2019/2020 academic year, which in turn has had an impact on the Group’s results for the three-month period ended 30 November 2020. Management expects operating revenue will normalize over the course of both the six-month period ending 28 February 2021 and the financial year ending 30 August 2021. The increase in tuition fees revenue over the period was offset by a decrease in other revenue, which fell by EGP 1.2 million, or 19.2%, to EGP 4.9 million for the three-month period ended 30 November 2020 from EGP 6.1 million for the three-month period ended 30 November 2019. This decrease in other revenue resulted from the impact of Covid-19, which led to a decrease in the provision of housing and transportation services.

50 The following table sets out certain information relating to the Group’s operating revenue and the impact of the delay of the beginning of the 2020/2021 academic year.

Three-month period ended 30 November 2020 2019

Semester revenue(1) (EGP millions)...... 124.9 133.9 Summer revenue(2) (EGP millions)...... 9.9 — Operating revenue (EGP millions)...... 134.8 133.9 Number of revenue recognition days...... 51(3) 71 Average revenue per day (EGP millions) ...... 2.5 1.9 Growth rate (year-on-year)...... 31% —

————— Notes: (1) The revenue recognized for the three-month period ended 30 November 2020 from the first semester (which begins in September and ends in January each academic year) from collections of tuition and other fees. Revenue recognition is based on the number of academic days in the three-month period ended 30 November 2020. (2) The revenue recognized in the summer semester that normally starts in July and ends in August every academic year. The summer term for the 2019/2020 academic year was shifted by one month by the Universities Council to start in August 2020 and end in September 2020. The shift resulted in the recognition of EGP 9.9 million in the first quarter of the 2020/2021 academic year. (3) The total number of academic days in the three-month period ended 30 November 2020 was 45. The first semester of the 2020/2021 academic year comprised 111 days, compared to 125 days for the first semester of the 2019/2020 academic year. As a result, the number of revenue recognition days for the three-month period ended 30 November 2020 has been adjusted down to 51 days, as compared to 71 days for the three-month period ended 30 November 2019.

Operating costs The following table sets out the Group’s total number of academic staff and the associated salary costs as well as other operating costs and total operating costs for the periods indicated:

Three-month period ended 30 November

2020 2019

Number of academic staff ...... 514 515 Average academic salary (EGP)...... 32,778 31,668 Growth rate...... 3.5% —

Total salaries and wages (EGP millions)...... 16.8 16.3 Growth rate...... 3.3% —

Other operating costs (EGP millions)...... 27.5 23.2 Growth rate...... 19.0% —

Total operating costs (EGP millions)...... 44.4 39.5 Growth rate...... 12.5% —

The Group’s operating costs increased by EGP 4.9 million, or 12.5%, to EGP 44.4 million for the three- month period ended 30 November 2020 from EGP 39.5 million for the three-month period ended 30 November 2019. The increase was principally driven by increases in salaries and wages, depreciation, educational activities expenses and governmental fees. Salaries and wages increased by EGP 0.5 million, or 3.3%, to EGP 16.8 million for the three-month period ended 30 November 2020 from EGP 16.3 million for the three-month period ended 30 November 2019. This modest increase in salaries and wages resulted from only nominal increases in academic staff salaries as a result of low inflation rates and efficiencies resulting from the shift to online classes in response to Covid-19. Depreciation increased by EGP 1.8 million, or 19.7%, to EGP 11.0 million for the three-month period ended 30 November 2020 from EGP 9.2 million for the three-month period ended 30 November 2019. The increase in depreciation resulted primarily from the capitalization of EGP 48.8 million of furniture, laboratory equipment and IT equipment in relation to the development of the physiotherapy faculty and the learning resources center, in addition to the remaining laboratory equipment for the medicine faculty. The Group also capitalized EGP 2.0 million of vehicles,

51 EGP 16.5 million of landscape overhauling, and EGP 8.2 million of maintenance capital expenditures. Educational activities expenses increased by EGP 1.9 million, or 30.7%, to EGP 8.0 million for the three- month period ended 30 November 2020 from EGP 6.1 million for the three-month period ended 30 November 2019. The increase in educational activities expenses resulted from an increase in the medicine faculty annual partnership fees with MUVI from EUR 330,000 in the 2019/2020 academic year to EUR 750,000 for the 2020/2021 academic year. The increase in the partnership fees was related to the expansion of the scope of the partnership to include graduation attestation, quality assurance, human resources services (such as staff hiring) and access to question banks and other MUVI material, which under the terms of the agreement with MUVI resulted in a higher fee per student and minimum fee payable. The Group paid a total of EGP 2.0 million in governmental fees for the three-month period ended 30 November 2020 compared to EGP 0.2 million for the three-month period ended 30 November 2019. The increase in governmental payments is associated with the introduction of the MoHE’s creativity fund, which is designed to promote innovation and entrepreneurship activities across universities and which requires the payment of 2% of the annual tuition fees.

Gross profit Reflecting the factors discussed above, the Group’s gross profit decreased by EGP 4.0 million, or 4.2%, to EGP 90.4 million for the three-month period ended 30 November 2020 from EGP 94.4 million for the three-month period ended 30 November 2019. The Group’s gross profit margins were 67.1% and 70.5% for the three-month periods ended 30 November 2020 and 2019, respectively.

General and administrative expenses The Group’s general and administrative expenses increased by EGP 6.9 million, or 26.7%, to EGP 32.7 million for the three-month period ended 30 November 2020 from EGP 25.8 million for the three-month period ended 30 November 2019. The increase was driven by increases in salaries and wages, VAT on management fees and rent. Salaries and wages increased by EGP 1.4 million, or 14.6%, to EGP 11.1 million for the three-month period ended 30 November 2020 from EGP 9.7 million for the three- month period ended 30 November 2019. The increase in salaries and wages resulted from an increase in the number of administrative staff employed, mainly at the medicine faculty, and an increase in the average administrative staff salary which resulted from salary adjustments implemented in December 2019 which were not reflected in the year ended 31 August 2019. VAT on management fees increased by EGP 2.4 million, or 171.2%, to EGP 3.7 million for the three-month period ended 30 November 2020 from EGP 1.4 million for the three-month period ended 30 November 2019. This increase in VAT on management fees resulted from a decision by the Company to expense NUB at a higher rate in order to increase retained earnings to allow for future dividend distributions. Rent increased by EGP 2.5 million to EGP 3.2 million for the three-month period ended 30 November 2020 from EGP 0.7 million for the three- month period ended 30 November 2019. This increase in rent resulted from the additional expenses associated with renting the facility at Beni Suef Smart Village campus, which enabled the Group to launch its physiotherapy faculty and to increase the student intake quotas for its computer science and engineering faculties. These increases in general and administrative expenses were partially offset by a decrease in impairment expenses related to the line items “impairment of due from related party” and “impairment of trade and other receivable”, in connection with the financing of Media Monitor, which were EGP 0.7 million for the three-month period ended 30 November 2020 compared to EGP 1.6 million for the three-month period ended 30 November 2019.

Other income The Group’s other income increased by EGP 7.2 million to EGP 8.1 million for the three-month period ended 30 November 2020 from EGP 0.9 million for the three-month period ended 30 November 2019. The increase in other income resulted from the reversal of other payables of EGP 7.0 million, representing the amount of the outstanding liability (due to related party) to the university previous founders in connection with the acquisition of NUB by the Group.

Operating profit Reflecting the factors discussed above, the Group’s operating profit decreased by EGP 3.7 million, or 5.3%, to EGP 65.8 million for the three-month period ended 30 November 2020 from EGP 69.5 million for the three-month period ended 30 November 2019.

52 Finance income – net The Group’snetfinance income increased by EGP 4.8 million, or 100.0%, to EGP 9.6 million for the three- month period ended 30 November 2020 from EGP 4.8 million for the three-month period ended 30 November 2019. The increase in net finance income resulted from an increase in interest income, which rose by EGP 4.5 million, or 86.4%, to EGP 9.6 million for the three-month period ended 30 November 2020 from EGP 5.1 million for the three-month period ended 30 November 2019. This increase resulted from the investment of the Group idle cash in higher-interest bearing treasury bills instead of time deposits.

Profit before tax Reflecting the factors above, the Group’s profit before tax increased by EGP 1.1 million, or 1.5%, to EGP 75.4 million for the three-month period ended 30 November 2020 from EGP 74.3 million for the three-month period ended 30 November 2019. The Group’s profit before tax margins were 56.0% and 55.5% for the three-month periods ended 30 November 2020 and 2019, respectively.

Current tax expense The Group’s current tax expense increased by EGP 0.2 million, or 0.9%, to EGP 17.1 million for the three- month period ended 30 November 2020 from EGP 17.0 million for the three-month period ended 30 November 2019.

Profit for the period Reflecting the factors above the Group’s profits for the period increased by EGP 2.0 million, or 3.6%, to EGP 58.1 million for the three-month period ended 30 November 2020 from EGP 56.1 million for the three-month period ended 30 November 2019. The Group’s net profit margins were 43.1% and 41.9% for the three-month periods ended 30 November 2020 and 2019, respectively.

Results of Operations for the three years ended 31 August 2020, 2019 and 2018 Operating revenue The following table sets out the Group’s enrollment figures and certain information relating to tuition fees revenue and other revenue for the years indicated:

Year ended 31 August

2020 2019 2018

Number of students ...... 5,577 5,398 5,120 Average tuition revenue per student (EGP) ...... 76,906 61,504 49,921 Growth rate ...... 25.0% 23.2% —

Tuition fees revenue (EGP millions)...... 428.9 332.0 255.6 Growth rate ...... 29.2% 29.9% —

Tuition revenue per student (EGP) ...... 76,906 61,504 49,921 Growth rate ...... 25.0% 23.2%

Other revenue per student (EGP)...... 3,825.0 4,121.9 3,513.3 Growth rate ...... -7.2% 17.3% — Other revenue (EGP millions)...... 21.3 22.2 18.0 Growth rate ...... -4.1% 23.7% —

Operating revenue (EGP millions) ...... 450.2 354.2 273.6 Growth rate ...... 27.1% 29.5% —

The Group’s operating revenue increased by EGP 96.0 million, or 27.1%, to EGP 450.2 million for the year ended 31 August 2020 from EGP 354.2 million for the year ended 31 August 2019. The increase was principally driven by an increase in operating revenue from tuition fees, which increased by EGP 96.9 million, or 29.2%, to EGP 428.9 million for the year ended 31 August 2020 from

53 EGP 332.0 million for the year ended 31 August 2019. The increase in tuition fees revenue resulted from an increase in the number of enrolled students and increases in tuition fees, which in turn resulted in an increase in average tuition fees revenue per student of 25%. In particular, the introduction of the medicine faculty in the financial year ended 31 August 2019, which charges students higher tuition than other academic courses of study, combined with a 10% tuition fees increase for existing students in all other faculties and a 15% increase for incoming students (except for the faculties of dentistry and pharmacy for which the increase was higher, as described below), resulted in an increase in average tuition fees revenue per student. During the financial year ended 31 August 2019, the Private Universities Council issued a decree decreasing the student intake quota for all faculties of dentistry and pharmacy nationwide across all public and private universities. For NUB, this decreased the student intake quota for the dentistry faculty from 315 students to 252 students and reduced the pharmacy faculty from 400 students to 300 students. The decision further increased the supply-demand mismatch for these faculties (with a large number of students competing for a smaller number of seats) and the Group adopted a one-time significant increase in tuition fees charged for the dentistry and pharmacy faculties (an increase of 44% and 36%, respectively) to offset the decrease in number of enrolled students during the academic year and benefit from the increase in demand while increasing profitability by serving a lower number of students. Despite the significant increases in tuition fees of the dentistry and pharmacy faculties in the 2019/2020 academic year, both faculties have had full enrollments. The increase in tuition fees revenue over the period was marginally offset by a decrease in other revenue, which fell by EGP 0.9 million, or 4.1%, to EGP 21.3 million for the year ended 31 August 2020 from EGP 22.2 million for the year ended 31 August 2019. This decrease in other revenue resulted from the impact of Covid-19, which led to the temporary suspension of housing and transportation services from 17 March 2020 to 1 August 2020. The Group’s operating revenue increased by EGP 80.7 million, or 29.5%, to EGP 354.2 million for the year ended 31 August 2019 from EGP 273.6 million for the year ended 31 August 2018. The increase was principally driven by an increase in tuition fees revenue, which increased by EGP 76.4 million, or 29.9%, to EGP 332.0 million for the year ended 31 August 2019 from EGP 255.6 million for the year ended 31 August 2018. The increase in tuition fees revenue resulted from both an increase in the number or enrolled students and increases in tuition fees levels, which in turn resulted in an increase in average tuition revenue per student. The increase in operating revenue over the period also resulted from an increase in other revenue, which increased by EGP 4.2 million, or 23.7%, to EGP 22.2 million for the year ended 31 August 2019 from EGP 18.0 million for the year ended 31 August 2018. This increase in other revenue resulted from an increase in application fees resulting from an increase in the number of university applicants and the annual increase in fees charged for other educational services (for example, printing stamping and other administrative tasks).

Operating costs The following table sets out the Group’s total number of academic staff and the associated salary costs as well as other operating costs and total operating costs for the periods and years indicated.

Year ended 31 August

2020 2019 2018

Number of academic staff ...... 531 494 466 Average academic salary (EGP)...... 118,985 111,577 99,156 Growth rate ...... 7% 13.0% —

Salaries and wages (EGP millions)...... 63.2 55.1 46.2 Growth rate ...... 14.6% 19.3% —

Other operating costs (EGP millions) ...... 92.9 81.0 63.6 Growth rate ...... 14.8% 27.3% —

Total operating costs (EGP millions) ...... 156.1 136.1 109.8 Growth rate ...... 14.7% 23.9% —

The Group’s operating costs increased by EGP 20.0 million, or 14.7%, to EGP 156.1 million for the year ended 31 August 2020 from EGP 136.1 million for the year ended 31 August 2019. The increase was principally driven by increases in salaries and wages, depreciation, educational activities expenses and

54 governmental fees. Salaries and wages increased by EGP 8.1 million, or 14.6%, to EGP 63.2 million for the year ended 31 August 2020 from EGP 55.1 million for the year ended 31 August 2019. The increase in salaries and wages resulted from an increase in the number of academic staff employed to accommodate the launch of the medicine faculty and maintain an attractive student to professor ratio (the Group targets a student to professor ratio of approximately 14%), as well as an increase in the average academic salary, which rose by EGP 7,408, or 7%, to EGP 118,985 for the year ended 31 August 2020 from EGP 111,577 for the year ended 31 August 2019. Depreciation increased by EGP 4.3 million, or 11.7%, to EGP 41.0 million for the year ended 31 August 2020 from EGP 36.8 million for the year ended 31 August 2019. The increase in depreciation resulted from the commencement of the depreciation of medicine faculty assets, which were transferred to fixed assets in the financial year ended 31 August 2020. Educational activities expenses increased by EGP 8.2 million, or 67.4%, to EGP 20.2 million for the year ended 31 August 2020 from EGP 12.1 million for the year ended 31 August 2019. The increase in educational activities expenses resulted from payments made in relation to the Group’s partnership with MUVI, in particular, payments associated with the launch of the new dentistry faculty in the 2019/2020 academic year. The Group accrued a total of EGP 7.9 million in government fees for the year ended 31 August 2020 compared to EGP 0.3 million for the year ended 31 August 2019. The increase in governmental payments is associated with the introduction of the MoHE’s creativity fund, which is designed to promote innovation and entrepreneurship activities across universities and which requires the payment of 2% of the annual tuition fees. The Group’s operating costs increased by EGP 26.3 million, or 23.9%, to EGP 136.1 million for the year ended 31 August 2019 from EGP 109.8 million for the year ended 31 August 2018. The increase was principally driven by an increase in salaries and wages and in educational activities expenses. Salaries and wages increased by EGP 8.9 million, or 19.3%, to EGP 55.1 million for the year ended 31 August 2019 from EGP 46.2 million for the year ended 31 August 2018. The increase in salaries and wages resulted from an increase in the number of academic staff employed and an increase in average salaries. The average academic staff salary rose by EGP 12,421, or 13.0%, to EGP 111,577 for the year ended 31 August 2019 from EGP 99,156 for the year ended 31 August 2018. Educational activities expenses increased by EGP 8.5 million, or 239.3%, to EGP 12.1 million for the year ended 31 August 2019 from EGP 3.6 million for the year ended 31 August 2018. The increase in educational activities expenses resulted from the introduction of the partnership with, and academic services, from MUVI.

Gross profit Reflecting the factors discussed above, the Group’s gross profit increased by EGP 75.9 million, or 34.8%, to EGP 294.1 million for the year ended 31 August 2020 from EGP 218.2 million for year ended 31 August 2019. The Group’s gross profit increased by EGP 54.4 million, or 33.2%, to EGP 218.2 million for the year ended 31 August 2019 from EGP 163.8 million for the year ended 31 August 2018. The Group’s gross profit margins were 65.3%, 61.6% and 59.9% for the years ended 31 August 2020, 2019 2018, respectively.

General and administrative expenses The Group’s general and administrative expenses increased by EGP 13.7 million, or 14.7%, to EGP 106.4 million for the year ended 31 August 2020 from EGP 92.8 million for the year ended 31 August 2019. The increase was primarily driven by an increase in salaries and wages, which increased by EGP 9.5 million, or 29.1%, to EGP 42.2 million for the year ended 31 August 2020 from EGP 32.7 million for the year ended 31 August 2019. The increase in salaries and wages resulted from an increase in the number of administrative staff employed, mainly at the medicine faculty, and an increase in the average administrative staff salary. The average administrative staff salary rose by EGP 17,000, or 29.3%, to EGP 75,000 for the year ended 31 August 2020 from EGP 58,000 for the year ended 31 August 2019. This increase was partially offset by a decrease in the impairment expenses related to the line items “impairment of due from related party” and “impairment of trade and other receivable”, which decreased by EGP 3.9 million, or 45.5%, to EGP 4.6 million for the year ended 31 August 2020 from EGP 8.5 million for the year ended 31 August 2019. Impairment expenses in 2019 included impairment of trade and other receivable of EGP 1.7 million relating to a one-time accounts clean-up related to the university’s historical founders, and an EGP 6.8 million impairment expense relating to the line item “impairment of due from related party” pertaining to “Media Monitor”, a temporary media training and promotional platform designed to monitor and highlight false news, publications, and the spread of misinformation. The platform was created as a corporate and social responsibility initiative by the Group during a period of an influx of false news and informal media outlets. The platform was also a temporary opportunity for media faculty students

55 to gain experience as the platform was run by renowned media experts. Impairment expenses in 2020 related to EGP 4.6 million of additional operating costs incurred by the Group relating to Media Monitor which were fully impaired during the year ended 31 August 2020. Media Monitor ceased to operate in December 2020 with closure and operating costs of EGP 1.0 million to be recorded for the year ended 31 August 2021. The Group’s general and administrative expenses decreased to EGP 92.8 million for the year ended 31 August 2019 compared to EGP 95.7 million for the year ended 31 August 2018. The non-recurrence of a EGP 14.2 million loss from the disposal of amounts paid under investments, which related to the impairment of a land acquired during the initial acquisition of NUB from its founder, for the year ended 31 August 2018, was partially offset by increases in salaries and wages, reflecting the annual salary increases.

Other income The Group’s other income decreased by EGP 1.1 million, or 33.5%, to EGP 2.3 million for the year ended 31 August 2020 from EGP 3.4 million for the year ended 31 August 2019. The decrease in other income resulted from a decline in on-demand student services, which fluctuate from period to period, but declined over the period in particular as a result of a decrease in demand for laundry, restaurant and hospital services as a result of the closure of those facilities in response to the Covid-19 pandemic. The Group’s other income increased by EGP 1.0 million, or 40.7%, to EGP 3.4 million for the year ended 31 August 2019 from EGP 2.4 million for the year ended 31 August 2018. The increase in other income resulted from an increase in on-demand student services, which fluctuate from period to period.

Operating profit Reflecting the factors discussed above, the Group’s operating profit increased by EGP 60.7 million, or 47.4%, to EGP 188.9 million for the year ended 31 August 2020 from EGP 128.2 million for the year ended 31 August 2019. The Group’s operating profit increased by EGP 59.2 million, or 85.6%, to EGP 128.2 million for the year ended 31 August 2019 from EGP 69.1 million for the year ended 31 August 2018.

Finance income – net The Group’s net finance income decreased by EGP 1.1 million, or 6.7%, to EGP 15.7 million for the year ended 31 August 2020 from EGP 16.9 million for the year ended 31 August 2019. The decrease in net finance income resulted from a decrease in interest income, which fell EGP 1.1 million, or 6.5%, to EGP 16.4 million for the year ended 31 August 2020 from EGP 17.5 million for the year ended 31 August 2019. The decrease in interest income was mainly the result of the CBE decisions to cut interest rates during the period. The Group’s net finance income increased by EGP 0.9 million, or 5.7%, to EGP 16.9 million for the year ended 31 August 2019 from EGP 16.0 million for the year ended 31 August 2018. The increase in net finance income primarily resulted from an increase in interest income, which rose EGP 1.6 million, or 9.8%, to EGP 17.5 million for the year ended 31 August 2019 from EGP 16.0 million for the year ended 31 August 2018.

Profit before tax Reflecting the factors above, the Group’s profit before tax increased by EGP 59.6 million, or 41.1%, to EGP 204.7 million for the year ended 31 August 2020 from EGP 145.1 million for the year ended 31 August 2019. The Group’s profit before tax increased by EGP 60.1 million, or 70.6%, to EGP 145.1 million for the year ended 31 August 2019 from EGP 85.0 million for the year ended 31 August 2018. The Group’s profit before tax margins were 45.5%, 41.0% and 31.1% for the years ended 31 August 2020, 2019 2018, respectively.

Current tax expense The Group’s current tax expense increased by EGP 24.4 million, or 67.8%, to EGP 60.4 million for the year ended 31 August 2020 from EGP 36.0 million for the year ended 31 August 2019. The increase in current tax expense in 2020 as compared to 2019 was in part due to the payment of EGP 12.5 million of taxes incurred under the management of NUB’s original founders and related to the years prior to 2016. The

56 settlement of historical taxes accounted for a 51% of the increase in 31 August 2020 tax expense compared to 31 August 2019. The remaining increase in tax expense was due to the higher taxable income. The Group’s current tax expense increased by EGP 14.8 million, or 69.4%, to EGP 36.0 million for the year ended 31 August 2019 from EGP 21.3 million for the year ended 31 August 2018. The increase in current tax expense in 2019 as compared to 2018 was principally due to the Group’s higher taxable income for the year. The corporate tax rate in Egypt was 22.5% in 2020, 2019 and 2018. The Group’s effective tax rate was 29.6%, 24.1% and 26.8% for the years ended 31 August 2020, 2019 and 2018, respectively. See Note 25 to the Annual Financial Statements for a reconciliation of the Group’s effective income tax rate to the statutory rate for 2019 and 2018.

Profit for the year Reflecting the factors above the Group’s profits for the year increased by EGP 33.9 million, or 30.8%, to EGP 144.0 million for the year ended 31 August 2020 from EGP 110.2 million for the year ended 31 August 2019. The Group’s profits for the year increased by EGP 47.9 million, or 76.9%, to EGP 110.2 million for the year ended 31 August 2019 from EGP 62.3 million for the year ended 31 August 2018. The Group’s net profit margins were 32.0%, 31.1% and 22.8% for the years ended 31 August 2020, 2019 2018, respectively.

Liquidity and Capital Resources Liquidity The Group’s primary uses of cash have been and is expected to continue to be to fund its operating expenses, working capital requirements and its purchases of fixed and intangible assets as it executes its expansion strategy. To date, the Group has principally funded its operations and expansion activities with cash generated from its operations as well as shareholder contributions and plans to continue to do so for the foreseeable future. The Group has entered into the Badya JV with Palm Hills to establish Badya University. Subject to final regulatory approvals, Management intends for Badya University to serve Greater Cairo and to be comprised of an Egyptian private university offering health sciences faculties and a foreign branch of a leading international university. Management expects Badya University to commence operations in the 2022/2023 academic year with a total required investment in the range of EGP 1.6 billion to 1.8 billion, subject to obtaining regulatory approvals. In accordance with the shareholders’ agreement with Palm Hills, the investment cost shall be funded through 35% to 55% debt and 45% to 65% equity. The Group will own and inject 60% of the joint venture equity, and Palm Hills the remaining 40%. In January 2020, the Company entered into a loan agreement with the Selling Shareholder in the amount of EGP 730 million in order to repay amounts paid by its shareholder to enable the Company to acquire 100% of the shares of Nahda Education and Nahda Limited Partnership, and transfer substantially all of NUB’s equity interests, or founders’ quotas, to its subsidiary, Nahda Education and Management Services Company S.A.E. (NUEMS). The loan was repaid in full in three instalments, with the final instalment paid on 19 March 2020. As of 30 November 2020, the Group had cash and cash equivalents of EGP 361.8 million and at the Ordinary General Assembly Meeting dated 30 November 2020, the Company declared a dividend and resolved to pay the Selling Shareholder a dividend in the amount of EGP 110.3 million for the year ended 31 August 2020.

Working capital The Group has a negative working capital, as tuition fees are collected prior to the beginning of each semester, resulting in a negative cash conversion cycle. The Group’s working capital (an non-EAS financial measure that the Group defines as the inventories plus trade and other receivables less trade and other payables and deferred revenue) is set forth in the following table as of the dates indicated.

57 As at and for the three-month period ended 30 November As at and for the year ended 31 August

2020 2020 2019 2018

(EGP thousands) Inventories...... 5,023.0 5,058.9 6,485.3 6,865.3 Trade and other receivables...... 28,605.5 21,743.0 32,177.9 26,650.3 Trade and other payables(1) ...... (63,500.3) (74,150.7) (47,882.6) (37,692.9) Deferred revenue...... (186,500.4) (178,999.5) (210,952.5) (156,375.2)

Working capital...... (216,372.2) (226,348.3) (220,171.9) (160,552.5) Working capital to operating revenue(2) ...... 0.4x 0.5x 0.6x 0.6x Total cash conversion cycle (days) (3). (146) (184) (227) (214) ————— Notes: (1) Excluding dividends payable to Shareholders. (2) Working capital to operating revenue is calculated as working capital divided by operating revenue (which has been annualized in the case of the operating revenue for the three-month period ended 30 November 2020). (3) Total cash conversion cycle is calculated as working capital divided by operating revenue and multiplied by 365 days.

Cash flows The following table sets out certain information regarding the principal items of the Group’s consolidated statement of cash flows for the periods and years indicated.

Three-month period ended 30 November Year ended 31 August

2020 2019 2020 2019 2018

(EGP millions) Net cash flows generated from/(used in) operating activities...... 57.2 (32.2) 245.2 170.4 130.0 Net cash flows used in investing activities..... (11.9) (14.1) (173.3) (90.8) (74.0) Net cash flows provided (used in)/from financing activities ...... (12.6) (0.0) (17.9) (12.3) —

Net change in cash and cash equivalents during the year/period...... 32.7 (46.3) 54.0 67.3 56.0

Cash and cash equivalents – beginning of year/period ...... 329.1 275.0 275.0 207.6 151.6

Cash and cash equivalents – end of year/ period ...... 361.8 228.6 328.9 274.9 207.6

Net cash flows from/(used in) operating activities Net cash flows from operating activities was EGP 57.2 million for the three-month period ended 30 November 2020, compared to net cash flows used in operating activities of EGP 32.2 million for the three-month period ended 30 November 2019. This change was primarily attributable to an EGP 95 million difference in the deferred revenue account due to the shift in the academic year as a result of Covid-19 and the related change in collection dates, and to a greater extent, the difference in revenue recognition periods. See “—Seasonality” for a further discussion of the delay in the start of the academic year because of the Covid-19 pandemic. The Group reported a positive change of EGP 7.5 million in the deferred revenue account for the three-month period ended 30 November 2020, compared to a negative EGP 87.9 million for the three-month period ended 30 November 2019.

58 Net cash flows from operating activities was EGP 245.2 million for the year ended 31 August 2020, compared to net cash flows from operating activities of EGP 170.4 million for the year ended 31 August 2019. This change was primarily attributable to operating cash flows before changes in assets and liabilities of EGP 188.8 million for the year ended 31 August 2020, compared to operating cash flows before changes in assets and liabilities of EGP 143.4 million for the year ended 31 August 2019. Net cash flows from operating activities was EGP 170.4 million for the year ended 31 August 2019, compared to net cash flows from operating activities of EGP 130.0 million for the year ended 31 August 2018. This change was primarily attributable to operating cash flows before changes in assets and liabilities of EGP 143.4 million for the year ended 31 August 2019, compared to operating cash flows before changes in assets and liabilities of EGP 100.0 million for the year ended 31 August 2018. This was partially offset by increased working capital requirements for income tax paid as a result of the growth of the business.

Net cash flows used in investing activities Net cash flows used in investing activities was EGP 11.9 million for the three-month period ended 30 November 2020, compared to net cash flows used in investing activities of EGP 14.1 million for the three-month period ended 30 November 2019. Invested cash for the three-month period ended 30 November 2020 includes EGP 21.5 million of capital expenditure (or capex)outflows, which were partially offset by EGP 9.6 million of interest income. During the period, the Group capitalized EGP 17.8 million of furniture, laboratory equipment, and IT equipment for the newly launched physiotherapy faculty and IT Academy. The Group also spent EGP 1.0 million of capex related to the procurement of three vehicles and EGP 2.7 million of maintenance capex. Net cash flows used in investing activities was EGP 173.3 million for the year ended 31 August 2020, compared to net cash flows used in investing activities of EGP 90.8 million for the year ended 31 August 2019. This change was primarily attributable to the acquisition of a 27-acre plot of land in Beni Suef to accommodate NUB’s expansion plan amounting to EGP 98.8 million. Invested cash for the year ended 31 August 2020 includes EGP 189.8 million of capex outflows, which were partially offset by EGP 16.4 million of interest income. During the period, and in addition to the acquired land in Beni Suef, the Group capitalized EGP 48.8 million of furniture, laboratory equipment, and IT equipment in relation to the development of the physiotherapy faculty and the learning resources center, in addition to the remaining laboratory equipment for the medicine faculty. The Group also capitalized EGP 2.0 million of vehicles, EGP 16.5 million of landscape overhauling, EGP15.5 million in a firefighting network, and EGP 8.2 million of maintenance capex. Net cash flows used in investing activities was EGP 90.8 million for the year ended 31 August 2019, compared to net cash flows used in investing activities of EGP 74.0 million for the year ended 31 August 2018. This change was primarily attributable to payments for the construction of a new building to host the medicine faculty and the purchase of related equipment. Invested cash for the year ended 31 August 2019 includes EGP 108.9 million of capex outflows, which were partially offset by EGP 18.8 million of interest income and EGP 0.3 million proceeds from the sale of fixed assets. During the period, the Group capitalized EGP 40.5 million in relation to the development of the medicine faculty. The Group also capitalized EGP 37.2 million of landscape overhauling, EGP 9.0 million of IT to enhance the university IT infrastructure and hardware, EGP 2.8 million of new engineering labs, EGP 2.8 million of vehicles, EGP 1.9 million on its data center, EGP 2.4 million for a surveillance system, and EGP 12.3 million of maintenance capex.

Net cash flows provided from/(used in) financing activities Net cash flows used in financing activities was EGP 12.6 million for the three-month period ended 30 November 2020, compared to net cash flows used in financing activities of EGP 32.5 thousand for the three-month period ended 30 November 2019. Cash flows used in financing activities for the three-month period ended 30 November 2020 were principally attributable to the payment of EGP 7.8 million in relation to the Group’s employees profit share for the year ended 31 August 2020 and EGP 4.9 million of tax on dividends and profit share distributions for the year ended 31 August 2019. Net cash flows used in financing activities was EGP 17.9 million for the year ended 31 August 2020, compared to net cash flows used in financing activities of EGP 12.3 million for the year ended 31 August 2019. The cash flows used in financing activities for the year ended 31 August 2020 reflected the use of provisions previously taken to settle claims for amounts paid by its shareholder to enable the Group to acquire its interests in NUEMS (the owner of NUB) and Nahda Education and its subsidiary Nahda Limited Partnership. This was mainly offset by the EGP 730 million proceeds from the Company’s capital increase.

59 Additionally, the change was attributable to the payment of the Group’s employees’ profit share amounting to EGP 7.3 million for the year ended 31 August 2019, the payment of EGP 8.3 million of tax on historical dividends and profit share distribution and EGP 2.0 million consideration for the acquisition of shares in Nahda Limited Partnership during the year ended 31 August 2019. The cash flows used in financing activities for the year ended 31 August 2019 included the payment of EGP 12.5 million of profit share distribution to employees for the years ended 31 August 2018, 2017 and 2016. Net cash flows used in financing activities was EGP 12.3 million for the year ended 31 August 2019, compared to nil for the year ended 31 August 2018. This change was primarily attributable to a profit share distribution to employees of EGP 12.5 million for the years ended 31 August 2018, 2017 and 2016.

Indebtedness As of 30 November 2020, the Group had no bank borrowings or other indebtedness.

Off-Balance Sheet Arrangements As of 30 November 2020, the Group had no off-balance sheet arrangements.

Contractual Obligations The following table sets forth the Group’s contractual obligations as at 30 November 2020.

Less than 6to Over 6 months 12 months 1 to 5 years 5 years Total

(EGP thousands) Trade and other payables (excluding dividends payable to shareholders) 63,500.3 — 45,755.4 — 109,275.8

On 17 January 2021, the Group signed a contract with the Beni Suef governorate for the purchase of land in Beni Suef at a cost of EGP 109 million. Please see “—Recent developments”.

Capital Expenditures and Investments The Group’s capital expenditures were EGP 21.5 million for the three-month period for ended 30 November 2020. The Group’s capital expenditures were EGP 189.8 million, EGP 109.9 million and EGP 96.3 million for the years ended 31 August 2020, 2019 and 2018, respectively. Please see “—Cash flows—Net cash flows used in investing activities.” Management has budgeted EGP 125.2 million for the financial year ending 31 August 2022 in relation to the construction of NUB’s architecture and arts faculties in the planned engineering and humanities campus in Beni Suef and has budgeted EGP 598.2 million for the financial years ending 31 August 2021, 2022 and 2023 in relation to the Badya JV, representing the Group’s equity contribution to the joint venture. These activities will entail significant capital expenditure prior to commencement of operations and student enrollment. As of 30 November 2020, the Group has a net cash and cash equivalents position of EGP 361.8 million, which together with the Group’s expected cash flow over the period, will be used to fund these investments.

Qualitative and Quantitative Disclosures about Financial Risk The Group’s activities expose it to a variety of financial risks, including market risks (foreign exchange risk and interest rate risk), credit risk and liquidity risk.

Foreign exchange risk Foreign exchange rate risks are the risks of fluctuations in the fair value of future cash flows of a financial instrument due to changes in foreign currency exchange rates. The Group is exposed to limited foreign exchange risk in relation to USD (with respect to bank balances) and, to an even lesser extent, EUR. The following table demonstrates the effect to a reasonable and possible change in the USD to EGP exchange rate, with all other variables held constant, on the Group’s consolidated statement of profit or loss.

60 As at 30 November As at 31 August

2020 2020 2019 2018

(EGP millions) Increase in 10%...... 0.3 0.06 0.9 0.06 Decrease in 10% ...... 0.3 0.06 0.9 0.06

Cash flows and fair value interest rate risks The Group’s main interest rate risk arises from time deposits at fixed rates subject to change in renewal, which exposes the Group to cash flow interest rate risk. Group policy is to maintain short-term time deposits with the same financial institutions to ensure the renewal with the applicable interest rate at the time of renewal. Due to the CBE’s decisions to cut interest rates during 2020, the Group changed its policy in relation to investing in three- month treasury bills with higher interest rates compared to time deposits. The Group held EGP 252.6 million and EGP 156.7 million of treasury bills as of 30 November 2020 and 31 August 2020, respectively.

Credit risk Credit risk is the risk of a person or an organization defaulting in the repayment of their obligations to the Group in respect of the terms and conditions of the credit facilities granted to them by the Group. The Group has no accounts receivable and only faces limited credit risk from trade and other receivables representing advances to suppliers. The cash and cash equivalents held by the Group are deposited at banks under the supervision of the CBE.

Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due, due to a shortage of funding. Liquidity risk results from having insufficient financial resources to meet day- to-day fluctuations in working capital and cash flow. The Group’s exposure to liquidity risk results primarily from the lack of offset between maturities of assets and liabilities. The Group applies a policy which aims at maintaining adequate balances of liquid assets to be able to pay its short-term liabilities when due, in accordance with normal and exceptional circumstances without incurring unacceptable losses or risking the Group’s reputation. Management makes cash flow projections on a periodic basis, which are discussed during meetings of the Board. It then takes the necessary actions to negotiate with suppliers to manage the inventory balances in order to ensure sufficient cash is maintained to discharge the Group’s liabilities. For further information, see Note 3 to the Group Financial Statements.

Critical Accounting Policies and Estimates The Group’s accounting policies are integral to understanding the results of operations and financial condition presented in the Group Financial Statements and notes thereto. The Group’s significant accounting policies are described in Note 2 to the Group Financial Statements. In addition, the preparation of the Group Financial Statements requires the Group to make estimates and judgments that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses during the reported period. See Note 4 to the Group Financial Statements. Estimates and judgments are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances and available information. Management believes that the following significant accounting policies require more critical judgments or estimates or involve a greater degree of complexity in application of accounting policies that affect its financial condition and results of operations:

61 * Impairment of goodwill and license; * Useful lives for fixed assets; and * Authorization of prepayments.

Impairment of goodwill and license The Group tests goodwill and license for impairment annually. The carrying amount of goodwill is reduced if it is higher than the expected recoverable amount. Any losses resulting from the impairment of goodwill is charged to the statement of consolidated profit or loss, and cannot be reversed subsequently.

Useful lives for Fixed Assets The estimation of the useful lives of items of property, plant and equipment is a matter of judgment based on the experience with similar assets. The future economic benefits embodied in the assets are consumed principally through use. However, other factors, such as technical or commercial obsolescence and wear and tear, often result in the diminution of the economic benefits embodied in the assets. Management assesses the remaining useful lives in accordance with the current technical conditions of the assets and the estimated period during which the assets are expected to earn benefits for the Group. The following primary factors are considered: (a) the expected usage of the assets; (b) the expected physical wear and tear, which depends on operational factors and maintenance program; and (c) the technical or commercial obsolescence arising from changes in market conditions.

Amortization of prepayments During the financial year ended 31 August 2019, the Group has entered into a contract with the Egyptian Electricity Transmission Company for the purpose of obtaining access to the needed infrastructure equipment to facilitate connecting the university’s premises with the national grid. The Group has paid an amount of EGP 18,261,279 in the year ended 31 August 2019 for the cost of obtaining access to the infrastructure equipment, as this will be used to support the electricity connection in the future without any ownership rights attributable to the Group, the payment was recognized as an advance payment for future utilities services to be amortized over 32 years which corresponds to the remaining useful life of the buildings.

62 THE ARAB REPUBLIC OF EGYPT

Information and statistics contained in this section regarding the Egyptian economy are based on data from the Egyptian Ministry of Finance and other independent sources, in addition to Management’s experience and assessment of market conditions. To the extent that such statements are in part derived from Management’s estimates of third party information, these statements cannot be and have not been verified by the Company or any independent sources. Please see “Market and Industry Information”.

Egyptian macroeconomic background The Egyptian economy is one of the largest and most diversified economies in the MENA region, benefiting from economic diversification (with exposure to the energy, manufacturing, consumer and retail, financial services, and real estate sectors, among others), a cost competitive workforce, a strategic geographical location and the largest population in the MENA region (in excess of 100 million people in 2020). Egypt’s population is also one of the fastest growing in the region and is expected to continue to grow at a CAGR of 1.6% from 2020 to 2025 (Source: CBE and Euromonitor). Disposable income in Egypt has grown from EGP 1.1 trillion in 2011 to EGP 4.5 trillion in 2019 at a CAGR of 19.1% and is expected to grow to EGP 6.8 trillion by 2023, at a CAGR of 10.7% from 2019 to 2023 (Source: Euromonitor). Egypt is also endowed with natural resources and is a signatory to a number of regional and international trade agreements. The Egyptian economy has historically exhibited robust GDP growth and shown significant economic resilience, especially following the global economic crisis of 2008 and 2009. However, the Egyptian Revolution, which started in January 2011, had a negative impact on the Egyptian economy resulting in the slowing down of GDP growth from historical levels. Egypt’s economy has shown signs of a recovery since then, with real GDP growth of 2.3% in 2015/2016, 3.6% in 2016/2017, 5.3% in 2017/2018 and 5.1% in 2018/2019 (Source: CBE), resulting in improved investor sentiment. However, following the outbreak of Covid-19, Egypt’s real GDP growth has declined to 2.5%. While the GDP declined in 2019/2020, IMF remains positive on the Egyptian economy’s prospects forecasting it to be the only growing economy within the MENA region and an expected growth of 3.5% in 2020/2021 (Source: CBE and IMF World Database). The following table shows key Egyptian macroeconomic indicators for the historical periods indicated and indicative figures for 2018/2019. 2014/15(1) 2015/16(1) 2016/17(1) 2017/18(1) 2018/19(1) 2019/20(1)

Domestic economy Real GDP (EGP billions) ...... 1,838.2 1,918.1 3,409.5 3,598.9 3,783.8 3879.4 Real GDP (EGP) Growth Rate (%) ...... 4.4 4.3 3.6 5.3 5.1 2.5 Real GDP (USD billions)(2) ...... 253.2 237.9 229.4 202.9 214.8 240.2 Nominal GDP (EGP billions)...... 2,443.9 2,709.4 3,470.0 4,437.4 5,322.3 5,820.0 Nominal GDP (USD billions)(2)...... 336.6 336.0 234.3 250.2 302.1 360.4 Nominal GDP per capita (EGP)...... 27,460.0 29,774.0 36,450.0 45,699.0 54,254.0 57,910.0 Consumer price index in urban areas (%)(3)...... 10.1 11.1 23.3 21.9 12.0 4.5 Core consumer price index (%)(3)...... 7.7 7.2 25.9 19.9 8.3 4.0(4) Balance of payments Exports of goods (FOB) (USD millions)...... 22,245.1 18,704.6 21,728.2 25,827.0 28,495.0 26,376.0 Imports of goods (CIF) (USD millions) ...... 61,305.5 57,387.7 59,003.0 63,103.0 66,529.4 62,841.1 Overall trade balance (USD millions)...... (39,060.4) (38,683.1) (37,274.8) (37,276.0) (38,034.4) (36,465.1) Current account balance (USD billions) ...... (12,142.6) (19,831.1) (14,394.0) (5,962.3) (8,194.1) (11,166.7) Net foreign direct investment (% of GDP)...... 1.9 2.1 3.4 3.1 2.0 2.1 Net international reserves (USD millions)...... 20,082.0 17,546.0 31,305.0 44,259 44,352 39,221.0(4) Months of import coverage...... 3.9 3.7 6.4 8.4 8.0 7.3 External debt/GDP (%)...... 14.4 16.6 33.6 37.0 36.0 34.1 Net foreign direct investment (USD millions)...... 6,379.8 6,932.6 7,932.8 7,719.5 5,902.9 7,453.0 Tourism revenue growth rate (%) ...... 45.3 (48.9) 16.2 123.9 28.2 (21.6) Public finance Total Revenues (EGP billions)...... 465.2 491.5 659.2 805.7 598.7(4) 1,134.4 Total Expenditures (EGP billions) ...... 733.4 817.8 1,031.9 1,229.1 879.0(4) 1,574.6 Overall Fiscal Deficit (EGP billions) ...... 279.4 339.5 379.6 432.7 281.3 (445.1) Primary fiscal balance (EGP millions)...... (86,422.0) (95,860.0) (62,988.0) 4,662.0 103,094.0 123,996.0 ————— Source: CBE January and July 2018 Monthly Statistical Bulletin. Notes: (1) The Egyptian Government publishes annual figures for the year beginning 1 July and ending 30 June the following year. (2) Based on arithmetic average the daily mid of USD/EGP exchange rates between 1 July and 30 June of that year as published by the CBE. (3) Percentage is the annual average as of December in the corresponding year. (4) As of 30 November 2020. Data is preliminary/provisional.

63 Many of Egypt’s key macroeconomic indicators have rebounded since the first years of the Egyptian Revolution including: real GDP growth, which reached 5.3% in 2018 as compared to an average of 2.4% in the period from 2011 to 2013 (Source: IMF); foreign reserves, which reached USD 40.1 billion in December 2020 and maintained a monthly average of USD 42.1 billion during the period from January 2018 to December 2020, as compared to USD 17 billion in the period from July 2011 to June 2013 (Source: CBE, Reuters and the IMF); net foreign direct investment, which has reached approximately USD 7.5 billion in 2019/2020 as compared to USD 2.2 billion in 2010/2011 (Source: CBE); and the purchasing managers index (a monthly survey of carefully selected companies representing major and developing economies worldwide which provides an insight into the health of the economy), which reached 48.2 in December 2020 as compared to 49.3 in the period from 2017 to 2019 (Source: IHS Markit). Egypt’s economic recovery with respect to foreign direct investment has resulted in part from (a) monetary policy and legal reforms, including the floatation of the Egyptian pound, the implementation of a new investment and insolvency law and the updating of the Egyptian companies law, (b) the adoption of a value added tax, and (c) subsidy reforms including the reduction of fuel and electricity subsidies, limitation of subsidies to need-based subsidies and the introduction of the Universal Health Insurance Law. Additionally, key indicators of the external sector indicate and fuel further economic growth including tourism revenues, which were USD 9.9 in year ending 30 June 2020, down by 22% from USD 12.6 billion for the same period the previous year on the back of Covid-19 travel restrictions worldwide and export revenues, which were USD 28.5 billion in year ending 30 June 2020, down 7% from USD 26.4 billion for the same period in the previous year (Source: CBE). At the same time, following the devaluation of the Egyptian pound and the introduction of reform measures by the Egyptian Government in November 2016, which included raising the benchmark interest rate by 3.0% to 14.75% and reducing fuel and energy subsidies, Egypt has experienced a period of rising inflation and higher interest rates. Year-on-year inflation in December 2015 and December 2016, as measured by the CPI, was 11.63% and 23.3%, respectively. The economic recovery since the Egyptian Revolution has been bolstered by the major economic reform program implemented by the Egyptian Government, many of which are tied to the IMF extended loan program for USD 12 billion over three years with total disbursements of approximately USD 12 billion. The economic reform program includes the liberalization of the exchange rate regime, fiscal consolidation measures, the gradual reduction of subsidies for utilities and energy and reforms to the business environment. The changes to the subsidy regime have removed broad subsidies on fuel (such as gasoline, diesel, kerosene and fuel oil), electricity and food and shifted subsidies to targeted programs designed to aid the poorest individuals in Egypt through, for example, the creation of Takaful and Karama cash transfer programs, targeted food subsidies and the broad reforms to the public healthcare system as discussed elsewhere in this document. The liberalization of the exchange rate regime has proven to be a key step towards restoring the competitiveness of the economy and boosting private sector activity, which had been severely impeded by shortages of foreign currency. Overall, the recent Egyptian structural reforms are intended to solidify policies which encourage investment. As a result of these reforms, Egypt’s ranking has improved by 22 places in the World Economic Forum 2018 Global Competitiveness Index compared to 2015–2016 ranking. In the wake of the Egyptian Government’s reforms, the Egyptian economy has experienced improved fiscal consolidation evidenced by a positive primary fiscal balance, net foreign assets becoming positive in March 2017 for the first time since August 2015, and in December 2018 had further increased to EGP 241.9 billion. Moreover, in the 2017–2018 financial year, Egypt experienced a primary surplus of EGP 4,662 million, the first surplus in 15 years. Additionally, monthly inflation rates, have been falling as the average monthly headline rate during the period from November 2017 to November 2020, stood at 0.82%, almost reverting back to historical averages between 2012 and 2015 of 0.75%, as compared to an average of 2.3% in headline inflation during the year following the floatation of the Egyptian pound in November 2016. In October 2019, the IMF completed the fifth and last review of its Extended Fund Facility to Egypt amounting to a total of USDD 12 billion, and approved the final disbursement of the remaining USD 2 billion facility, bringing the total released value to date to approximately USD 12 billion. The IMF’s fifth review was generally positive, notably concerning the restrictive monetary policy in keeping core inflation anchored and the reform program’s role in addressing long-standing constraints to private sector development. The review further notes a needed advancement in structural reforms to support more inclusive private-sector led growth and job creation and emphasized the Egypt’s success in meeting its primary budget

64 surplus target of 1.9% of GDP by FY 2018/2019. expected to grow this year (Source: IMF). In conjunction with Egypt’s recent economic growth, investor sentiment and risk perception have improved as evidenced by the fact that the EGX30 Index has increased by 57.9% from 7,030in December 2015 to 11,103 in November of 2020. Further, the USD 5Y credit default swap spread has decreased 57.8% since its five year high from approximately 925bps in July 2013 to 345bps on 13 December 2020. Foreign ownership of treasury bills has increased from EGP 500 million in June 2015 to EGP 2.1 billion in August 2020. Following the floatation of the Egyptian pound in November 2016, the U.S. dollar to Egyptian pound exchange rate experienced a period of volatility but has since stabilized. Between November 2016 and April 2017 the exchange rate fluctuated between 15.53 and 19.33 until finally settling around 15.88 in 2020. The Covid-19 pandemic has challenged the Egyptian economy in a number of ways. Key sources of foreign currency such as the travel restrictions that have impacted the tourism sector, a global reduction in shipping movements has reduced revenue from the Suez Canal as well as remittances from Egyptians working abroad have fallen as workers across the world have had their jobs temporarily suspended, their working hours reduced or faced outright dismissal. While foreign reserves were at a record high standing at USD 45.5 billion prior to the outbreak, they declined by around USD 8.5 billion between March and April 2020 to reach USD 37.0 billion. Following the receipt of a USD 2.8 billion emergency package from the IMF in May 2020, the IMF approved an additional USD 5.2 billion stand-by-arrangement in June 2020. In the same month Egypt raised USD 5 billion in its largest-ever issuance on the international bond market, with the offer more than four times oversubscribed. On the monetary front, the Covid-19 pandemic prompted a swift policy response, with the CBE cutting the overnight deposit rate by 350 basis points to 9.25%, bringing cumulative rate cuts since the beginning of the year to 400 basis points. In May 2020, Egypt’s trade deficit declined by 51.4% to USD 1.95 billion, compared to USD 4.01 billion in the same period of 2019, according to CAPMAS. As a result of stabilizing geopolitical conditions, economic progress and the Egyptian Government’s economic reform initiatives, economic growth in Egypt has been able to outstand the impact of Covid-19 pandemic being the only economy within the region that is expected to grow this year.

65 INDUSTRY OVERVIEW

Overview The Egyptian education market is one of the largest and fastest growing in the MENA region. The strength of the Egyptian education market is underpinned by the fact that Egypt has the largest population in the MENA region and its population is expected to continue to grow at one of the highest compound annual growth rates in the MENA region over the next five years. The following table sets out the populations and projected 2020-2025 compound annual growth rates for the populations of the countries indicated.

2020-2025 Population Projected (millions) CAGR

Egypt ...... 100 1.6% Algeria...... 44 1.6% Morocco ...... 37 1.1% Saudi Arabia ...... 33 1.2% Tunisia...... 12 0.9% Jordan ...... 10 0.8% UAE...... 8 0.8% Kuwait...... 4 (0.6)% Bahrain ...... 1 1.0% ————— Source: Euromonitor, UN and World Higher Education Database. The Egyptian population by age group as of 2020, is as follows: 0-14: 35%; 15-19: 9%; 20-24: 8%; 25- 29: 7%; 30-34: 8%; 25-64: 28% and 64+: 5%. (Source: Euromonitor). As such, Egypt has a relatively young population, with people under the age of 30 representing approximately 60% of the population. This should in turn drive continuous growth in demand for educational platforms, including higher education institutes. Egypt is the largest educational market in the region in terms of consumer education expenditure. Egypt has registered a historical CAGR of 23% from 2014 to 2019 in relation to its consumer education expenditure, compared to an average of 8% for the region over the same period. Egypt is projected by Euromonitor to have one of highest compound annual growth rates in such expenditures during the next four years. The following table sets out (i) aggregate consumer education expenditure for the calendar year indicated, (ii) the 2014-2019 CAGR and (iii) the related projected 2020-2024 CAGR for the countries indicated.

Consumer Education Expenditure 2014-2019 2020-2024 (2020) CAGR(1) Projected CAGR(1)

(USD millions) (percent) Egypt...... 13,467 23% 11% Saudi Arabia...... 9,714 7% 7% Lebanon...... 3,244 2% 6% Morocco...... 3,247 5% 7% Iraq ...... 2,313 3% 6% Kuwait ...... 1,540 5% 6% Algeria ...... 891 9% 11% Qatar...... 816 9% 6% Tunisia ...... 189 9% 9% ————— Source: Euromonitor. Notes: (1) CAGR calculated using the domestic currency of each country.

66 The following table sets out consumer expenditure on education per capita in US dollars and the related projected 2020/2024 compound annual growth rate for the countries indicated.

Consumer Education 2020-2024 Projected Expenditure Per Capita CAGR(1)

(US dollars) UAE ...... 860 4% Japan...... 409 2% Saudi Arabia...... 296 6% China ...... 229 8% Germany...... 209 4% Jordan ...... 160 4% Egypt ...... 135 10% Morocco ...... 88 5% Tunisia...... 16 8% ————— Source: Euromonitor Despite these expenditures, the Egyptian education market remains underpenetrated, when converting education spending to per capita figures. Egypt remains one of the lowest countries in terms of per capita spending on education, indicating potential room for growth. Euromonitor projects that Egypt will be the fastest growing country in this peer group because of its large population and underpenetrated market. In addition, Egypt still lags in global education metrics, leaving room for improvement in the quality of education, which could translate into increased spending on higher education. On average, Egyptians have an average of 7.3 years of schooling, ranking it 122nd in the world (as of 2018). Egypt’s gross enrollment in secondary education ratio was 86%, ranking it 81st in the world (as of 2017). Egypt’s gross enrollment in higher education ratio was 34%, ranking it 74th in the world (as of 2016). (Source: World Higher Education Database). Despite being one of the largest and fastest growing markets in the MENA region, Egypt has a relatively low education expenditure per capita when compared with both developed markets and other emerging markets. The following diagram presents education spending per capita in 2019, presented in US dollars.

1,000 USA 900

800

700 United Kingdom 600

500 Lebanon New Zealand 400 Chile Kuwait Spain 300 Saudi Arabia Brazil China Oman 200 South Africa Norway Poland 100 Nigeria Egypt India Morocco Pakistan 0 0 20,000 40,000 60,000 80,000 ————— Source: World Higher Education Database

67 The following diagram presents consumer expenditure on education per capita in 2020 presented in US dollars for the countries indicated as well as the predicted 2020-2025. CAGR consumer expenditure on education per capita for the same countries.

1,000 12% 860 10% 900

10% 800 8% 8%

700

8% 600 6% 5% 500 409 4% 6% 4% 4% 400 296 4%

300 2% 229 200 209 160 135 88 2% 100 16

0 0% United Arab Japan Saudi Arabia China Germany Jordan Egypt Morocco Tunisia Emirates 2020 2020-2025 CAGR ————— Source: World Higher Education Database Egypt has one of the lowest number of private universities per million capita globally, with 0.3 per million capita, compared to 4.7 per million capita in Japan, 4.5 per million capita in the United States, 3.2 per million capita in Morocco, 2.4 per million capita in Tunisia, 2.0 per million capita in the UAE, 1.9 per million capita in Jordan, 1.5 per million capita in Germany, 0.7 per million capita in Saudi Arabia and 0.2 per million capita in China. (Source: World Higher Education Database). The following table sets out the number of universities and number of private universities per million capita for the countries indicated.

Number of Private Number of Universities Universities

(Per million capita) United States...... 6.4 4.5 Japan ...... 6.1 4.7 Germany ...... 4.3 1.5 Morocco ...... 4.3 3.2 UAE ...... 3.9 2.0 Tunisia...... 3.5 2.4 Jordan ...... 3.0 1.9 Saudi Arabia ...... 1.4 0.7 China ...... 0.8 0.2 Egypt ...... 0.5 0.3 ————— Source: World Higher Education Database The average number of universities and private universities per million capita for the countries presented in the table above is 3.7 million per capita and 2.3 million per capita, respectively.

Principal Types of Higher Education Institutions in Egypt There are four principal types of higher education institutions in Egypt: public universities, private universities, private higher institutes and public technical institutes. The following table sets out certain data regarding each type of institution.

68 Entering Class Type of Institution Degrees Offered Number 2018/2019

Public Universities (Secular) ...... Bachelors 26 459,592 Public Universities (Al-Azhar)(1)...... Masters 1 82,316 Graduate Diploma Doctorate Public Technical Institutes ...... Bachelors n/a 42,900 Higher Diploma Private Universities ...... Bachelors 25 46,253 Masters Graduate Diploma Doctorate Private Higher Institutes ...... Bachelors 110 110,964 Higher Diploma ————— Source: MoHE. Notes: (1) Public university associated with the Al-Azhar mosque in Cairo. Public universities in Egypt traditionally charge students nominal fees and rely on funding from the Egyptian government. However, public universities have recently begun offering “new model” programs, which are perceived to be of high quality and for which they charge fees. Public technical institutes in Egypt offer specialized courses in vocational fields of study in commercial, technical and industrial areas. Most public technical institutes are affiliated with a public university, which typically awards the student’s final degree. Like public universities, public technical institutes charge fees nominal fees. Private higher institutes are non-profit entities that are more specialized than universities and each typically offers programs geared towards a few professional or applied fields, generally exclusively at the undergraduate level. Private higher institutes have relatively more autonomy, set their own admission requirements and award their own degrees. Private higher institutes charge tuition fees that are relatively higher than public universities, but lower than private universities.

Overview of the Higher Education Market in Egypt The following diagram illustrates the Egyptian education system by segment.

Primary Middle High School School School(1) Universities

Age group ...... 5-12 12 – 15 15 – 18 18 – 23 Number of students ...... 12,200,099 5,012,304 3,678,170 2,004,003(2) 2014/15 – 2018/19 Student CAGR...... 5% 3% 4% 10% Number of classrooms...... 249,124 111.039 91,787 N/A Number of campuses...... 18,762 12,275 6,046 51(2) Students per campus...... 650 408 608 39,294 ————— Source: MoHE. Notes: (1) High school students include the traditional high school programs, agricultural high school programs, commerce high school programs, industrial high school programs and the tourism high school programs. (2) Based on data from private and public universities only; excludes students enrolling in public technical institutes and private higher institutes. Higher education is the fastest growing segment of the Egyptian education market growing a compound annual growth rate of 10% from the 2014/2015 academic year to the 2018/2019 academic year. By comparison, the primary school, middle school and high school segments grew by 5%, 3% and 4% respectively during the same period. In addition, the higher education segment is under-penetrated, with the number of students eligible for enrollment lower than that in the other three segments. (Source: CAPMAS).

69 There is a supply-demand mismatch in the Egyptian higher education market. Of the 1.1 million high school students who graduated in the 2018/2019 academic year, approximately 724,000 enrolled in institutions of higher education. Of those, approximately 45,000 enrolled in private universities, compared to approximately 512,000 who enrolled in public universities and approximately 168,000 who enrolled in institutes. The distribution of students in private universities in the 2018/2019 academic year is as follows: Cairo 73%, Alexandria 20%, Upper Egypt 4% and other 3%. (Source: MoHE).

Overview of the Private University Market in Egypt Prior to 1993, there were only two private universities in Egypt. A government decree in 1996 allowed four more to open and since then 19 others have been licensed and opened. The market share of private universities has increased from 7.8% in the 2016/2017 academic year, to 8.8% in the 2017/2018 academic year and to 9.7% in the 2018/2019 academic year. This growth in the private university market resulted from the limited expansion of public universities over the period and an increasing number of incoming students, which created a gap between supply and demand that was filled in part by private universities. The following table sets out certain data regarding private university student enrollment in Egypt for the periods indicated.

2016/2017 2017/2018 2018/2019

Student enrollment in private universities (in thousands) ...... 143 170 195 Private university student enrollment as a percentage of total university student enrollment...... 7.8% 8.8% 9.7% ————— Source: MoHE. Between the 2016/2017 academic year and the 2018/2019 academic year, the student enrollment in Egyptian private universities grew and a compound annual growth rate of 16.5%. (Source: MoHE). Between the 2013/2014 academic year and the 2018/2019 academic year, the number of private universities in Egypt has increased at a compound annual growth rate of 2.6%, compared to a compound annual growth rate of 2.5% for public universities. During the same period, the number of faculties at Egyptian private universities has increased at a compound annual growth rate of 4.8%, compared to a compound annual growth rate of 2.9% for public universities and the number of students at Egyptian private universities has increased at a compound annual growth rate of 12.3%, compared to a compound annual growth rate of 8.2% for public universities. (Source: MoHE). Moreover, the growth rate of the number of students at Egyptian private universities during this period was constrained by student intake quotas set by the Private Universities Council. In particular, the Private Universities Council revised student intake quotas downward by 25% and 20% for the pharmacy and dentistry faculties, respectively, commencing in the 2019/2020 academic year. Set out in the following table is the student count and location of the private universities in Egypt for the 2018/2019 academic year (except where indicated).

Number of Students University (Thousands) Location

MISR University for Science and Technology ...... 23.7 Greater Cairo 6th of October University, Modern University ...... 23.3 Greater Cairo Pharos University in Alexandria...... 14.5 Alexandria Modern University for Technology and Information...... 13.6 Greater Cairo October University for Modern Sciences and Arts...... 12.2 Greater Cairo German University in Egypt...... 11.1 Greater Cairo The British University in Egypt ...... 10.5 Greater Cairo Badr University in Cairo(1) ...... 10.3 Greater Cairo Delta University for Science and Technology ...... 9.6 Delta Ahram Canadian University ...... 9.0 Greater Cairo MISR International University...... 8.8 Greater Cairo Future University in Egypt ...... 7.0 Greater Cairo Egyptian Russian University ...... 6.9 Greater Cairo

70 Number of Students University (Thousands) Location

NUB(2) ...... 6.3 Upper Egypt American University in Cairo(3) ...... 5.6 Greater Cairo Sinai University...... 5.6 Sinai Open Arab University...... 3.9 Greater Cairo Horus University in Egypt...... 3.4 Greater Cairo Deraya University ...... 3.1 Upper Egypt Heliopolis University ...... 1.4 Greater Cairo Egyptian E-Learning University ...... 1.4 Greater Cairo Nile University(4) ...... 1.4 Greater Cairo The Egyptian Chinese University...... 1.2 Greater Cairo New Giza University ...... 1.0 Greater Cairo The French University of Egypt...... 0.4 Greater Cairo ————— Source: MoHE. Notes: (1) Based on 2019/2020 student count. (2) Based on 2020/2021 student count. (3) Because it was established by a special agreement between the Egyptian Government and the United States of America, American University in Cairo is not subject to student intake quota from MoHE and enjoys complete freedom in setting tuition fees. (4) Nile University is the first and thus far only non-governmental national university established in Egypt. While not discussed under “—Principal Types of Higher Education Institutions in Egypt”, a national university is a university which its purpose shall not aim to achieve profits as it is prohibited to do so at any time as opposed to private university which can achieve profits but shall not be the main purpose of it. Of private university students in Egypt, 4.8% were enrolled in private universities in Upper Egypt during the 2019/2019 academic year. The 15-year compound annual growth rate (from the 2004/2005 academic year to the 2018/2019 academic year) in the number of Egyptian private university students is 11.4%. Management believes, that the number of high school graduates in Egypt will increase to approximately 1.5 million by 2030, with approximately 987,000 enrolling in institutions of higher education, including 247,000 joining private universities. Based on that projection and assuming an average number of students per new university of 12,000 and existing universities not increasing their total faculty capacities, 62 new universities would be required to accommodate the projected number of additional students. Management believes private universities will primarily fulfil this market shortfall. Management also believes there is a significant opportunity for private universities to gain market share from institutes resulting from private universities’ increased ability to attract highly-qualified professors, maintain modern facilities and teaching equipment and make continuous updates to their curricula. Further, similar to public universities, institutes face significant overcrowding issues.

Overview of the Education Market in Upper Egypt NUB is strategically located in Beni Suef, which is in the northernmost part of Upper Egypt, one of the most populous regions in Egypt, with approximately 29.3 million people. Beni Suef is also located approximately 120 kilometers, or 90 minutes by car, from Greater Cairo, with approximately 24.9 million people, which permits NUB staff to live in Greater Cairo. NUB has access to a population of 17.8 million people within a Management-defined catchment area of 150 kilometers, which includes populations of Beni Suef, Fayoum, Minya and Asyut.

71 The following table sets out certain data comparing Upper Egypt with Greater Cairo, Alexandria and the Delta regions.

Upper Egypt Greater Cairo Alexandria(1) Delta

Population (million) ...... 29.3 24.9 11.9 29.2 Higher education penetration rates(2)...... 0.3% 0.9% 0.3% 0.3% Number of public universities ...... 8 4 2 7 Number of private universities ...... 2 19 2(3) 1 ————— Source: CAPMAS, Ministry of Higher Education Notes: (1) Includes Beheira governorate. (2) Higher education penetration rates are calculated as the number of universities per one million of population. (3) Includes Arab Academy for Science, Technology & Maritime Transport. During the 2018/2019 academic year, approximately 2,000 students enrolled in private universities in Upper Egypt, a penetration rate of 0.3. (Source: MoHE). The following table sets out the data indicated for the public and private universities in Upper Egypt.

Student to a of Students Professor Ratio a of Faculties University Type Establishment Date (2018/19) (2018/19) (2018/19)

Asyut...... Public 1957 80,940 18.5x 19 Beni Suef ...... Public 1976 62,654 26.8x 27 El Minya ...... Public 1976 56,697 19.0x 20 Sohag ...... Public 1971 49,909 26.1x 15 Fayoum ...... Public 1976 26,681 13.9x 18 Aswan ...... Public 1974 23,036 18.6x 19 NUB (Beni Suef)...... Private 2007 5,3981 12.6x 8(1) Deraya (El Minya)...... Private 2010 3,063 18.3x 2 Luxor(1) ...... Public 2019 n/a n/a n/a Qena(1) ...... Public 2019 n/a n/a n/a Merit University...... Private 2020 n/a n/a n/a ————— Source: CAPMAS and Ministry of Higher Education Notes: (1) Commenced operations in 2019/2020 academic year. Upper Egypt has eight public and two private universities, NUB and Deraya. For the 2018/2019 academic year, NUB had eight faculties, 5,398 students and a student to professor ratio of 12.6x, compared to Deraya’s two faculties, 3,063 students and student to professor ratio of 18.3x. NUB also benefits from its partnership with MUVI, while Deraya has no similar partnership.

Tuition Fees for Private Universities in Egypt Private universities in Egypt are entitled to set the price of their own tuition fees and housing subscriptions and are also entitled to make fair annual increases to such fees and subscriptions, taking into account of market conditions, university operation conditions and other factors. However, in practice, the MoHE and the Private Universities Council may provide private universities with non-binding recommendations as to what it views to be a fair annual increase given the relevant circumstances in any given year. NUB’s pricing strategy aims to generate industry-leading margins, while setting its tuition fees for each faculty at an affordable price point. As is evident from the following table, NUB’s fees have been converging with top universities in Egypt.

72 The following table sets out tuition fee information for pharmacy, dentistry and engineering faculties for the 2020/2021 academic year, showing NUB’s tuition fees compared to average tuition fees of certain of its peers.

Pharmacy Dentistry Engineering

(EGP) Tier 1 universities(1) ...... 136,000 165,000 132,000 NUB...... 99,000 127,000 58,300 Tier 2 universities(2) ...... 84,000 106,000 57,000 ————— Source: The Company. Notes: (1) Average tuition fees of Tier 1 universities, which are comprised of The British University in Egypt, German University in Egypt and Future University in Egypt. This tier system was created by the Company to compare itself against certain other private universities in Egypt and groups together universities that share common characteristics, such as quality of education and market perception, based on the Company’s own market research and assessment. (2) Average tuition fees of Tier 2 universities, which are comprised of MISR International University, Russian University, 6th of October University, Modern University, Ahram Canadian, MISR University for Science and Technology, October University for Modern Sciences and Arts and Badr University. NUB focuses on the dentistry, pharmacy and medicine faculties because they generate industry-leading margins: 88% for dentistry, 87% for pharmacy and 86% for medicine, compared to 68% on average for NUB’s other faculties. For the 2020/2021 academic year, 4,183 (or 67%) of NUB’s students are enrolled in these three faculties.

Barriers to Entry into the Private Higher Education Market in Egypt During the last 24 academic years, 26 new private universities (including one national university) have been approved and opened. The following table sets out for the academic years indicated the number of private universities operating in the 2004/2005 academic year (10) and the number of new universities opened in each subsequent academic year.

Academic Year 04/05 05/06 06/07 07/08 08/09 09/10 10/11 11/12 12/13 13/14 14/15 15/16 16/17 17/18 18/19 19/20

103331— 1 — 22—— 1 ———

Management believes that there are significant barriers to entry to the private higher education market in Egypt. For example, Management views the requirement under Article 4 of the Private Universities Law ER that the equity submitted by the founders should, at a minimum, be equal to a third of the funds invested in the university as a significant barrier to entry. Additionally, a private university license is required for the university to obtain governmental accreditation for its degrees and the MoHE equalization that grants syndicate memberships for graduates. Management believes this rigorous governmental approval process is a significant barrier to entry. The process is outlined below: * universities in Egypt require a presidential decree to obtain the license to operate as an educational institution, granted based on approval from the MoHE and the Prime Minister’s cabinet; * the university licensing process entails proposing a comprehensive operational and academic file to the MoHE including: ○ proposed timeline; ○ proposed invested capital; ○ identification of allocated land; ○ identification of a highly reputable board of trustees; ○ proposed curriculum; and ○ proposed construction plan;

73 * upon the approval of the MoHE, the file is sent to the Prime Minister for a meeting and discussion with his cabinet. If approved by the Prime Minister’s cabinet, the file is sent to the President for a presidential decree. This process involves significant establishment costs, including the cost of land and the construction of the campus. Once licensed, it can be difficult for a new private university to attract qualified academic staff. It also takes time for a new private university to develop its curriculum and its brand and pedigree and to establish a record of employability for its graduates. Moreover, once the private university obtains a license, the presidential decree approving the private university is infinite in length and has no annual fees, creating an additional barrier to entry.

Overview of Egyptian University Admission Process All students desiring to enroll in a public university or academy are required to submit an application to the Placement Bureau of the Ministry of Higher Education (the Bureau). Students are required to have one of the following: * a national secondary education certificate, * an international education certificate, or * for Egyptians living abroad, a certificate of equivalency. The student submits the application on-line after receiving their final year results and is required to list their choice of university in descending order of preference. The Bureau shorts-lists applicants based on their scores and the demand at the relevant university and faculty. Applicants who qualify for their first preference university are placed according to their selected preference, subject to university spaces being available. Other applicants are placed in their selected preference in descending order. International education certificates are given a quota for each annual intake, which the Bureau usually honors. Some applicants prefer to apply directly to private universities, given the quality of the education there. Additionally, applicants who are not admitted to their preferred public university may opt to apply to private universities. The Bureau sets the minimum acceptance score for each faculty in the private universities.

Competitive Overview of Egyptian Higher Education Market by Governorate Set out in the following table is the student count and location of the indicated Egyptian private universities for the 2018/2019 academic year.

Public Private Public Private Governorate Universities Universities Governorate Universities Universities

Mediterranean Delta...... Alexandria...... 1 1 Kafr Sheikh...... 1 — Matruh...... 1 — Sharkia ...... 1 — Beheira...... 1 — Menoufia ...... 1 1 Greater Cairo...... Dakahlia ...... 1 — Cairo...... 2 12 Damietta...... 1 1 Giza...... 1 7 Gharbia...... 1 — Kalyobia...... 1 — Canal Governorates...... Upper Egypt...... Port-Said...... 1 — Aswan ...... 1 — Suez...... 1 — Luxor...... 1 — Ismailia...... 1 — Asyut...... 1 — Red Sea & Sina...... i Menya ...... 1 1 North Sina...... i 1 1 Qena...... 1 — Suez...... 1 — Beni Suef ...... 1 1 South Sinai...... 1 — Fayum ...... 1 — Other ...... Sohaq ...... 1 — Wadi El Gedid ...... 1 — ————— Source: CAPMAS.

Regulatory Framework for Higher Education in Egypt The MoHE is responsible for developing and implementing the education policy in Egypt and oversees (i) the Supreme Council of Universities, or the Supreme Council, (ii) the Private Universities Council, (iii) the Supreme Council of Institutes, and (iv) the Supreme Council of Technological Universities.

74 All universities in Egypt are subject to the supervision of the Supreme Council, except Al-Azhar University, which is subject to the supervision of the Supreme Council of Al-Azhar. The Supreme Council is composed of the current presidents of all public universities and five public figures. The council operates under the coordination of a secretary general, who is also a member of the council, and is chaired by the Minister of Higher Education. The Private Universities Council is composed of the current presidents of all private and national universities, the consultants of the Minister of Higher Education in all private and national universities, four chairs of the boards of trustees of various universities (three from private universities and one from a national university), five public figures or experts in higher education, and three presidents of universities owned by the State. The council operates under the coordination of a secretary general, who is also a member of the council, and is chaired by the Minister of Higher Education. Separately, there is a Supreme Council of Al-Azhar, which formulates the general policies and planning in relation to Al-Azhar University, a university associated with the Al-Azhar mosque in Cairo. This supreme council chaired by the Grand Imam of Al-Azhar and its members include the Al-Azhar deputies, the president of Al-Azhar University and his deputies, two members of the Council of Senior Scholars, two members of Al-Azhar Islamic Research Academy, the secretary general, president of Al-Azhar Institutes Sector, secretary general of Al-Azhar Islamic Research Academy and one ministry deputy from each of the following ministries: (i) Ministry of Endowments, (ii) Ministry of Justice, (iii) Ministry of Education, (iv) Ministry of Higher Education, (v) Ministry of Finance and (vi) Ministry of Foreign Affairs. Key roles of the respective supreme councils include: (i) formulating the general policy for higher education in light of Egypt’s needs; (ii) the coordination of certain policies across universities and across equivalent faculties at all universities, for example, with respect to study periods and exams; and (iii) generating the internal regulations governing universities and their faculties. Although the MoHE and the relevant supreme councils govern private institutions, private universities enjoy a high level of decentralization in terms of a variety of matters including financing and fundraising, community service and internal regulations. Please see “Regulatory Overview” for further detail on the regulation of private universities in Egypt.

75 BUSINESS

Overview The Group is one of the leading higher education providers in Egypt and operates Nahda University in Beni Suef, or NUB, the first and largest private university in Upper Egypt with approximately 6,270 enrolled students in the 2020/2021 academic year and a total faculty capacity of just over 11,000 across eight faculties including pharmacy, dentistry, medicine, physiotherapy, engineering, computer science, marketing and business administration and media. NUB’s medicine faculty is the largest private medicine faculty in Egypt and one of only five private medicine faculties nationwide. NUB’s location in the Beni Suef governorate provides students from Upper Egypt, a highly populous and underserved region of Egypt, as well as from Cairo, with access to a high quality private education. NUB’s existing campus spans over 75 thousand square meters and the Group has plans to build an additional campus to host NUB’s engineering and humanities faculties on a 27-acre plot of land about five kilometers from NUB’s current campus. NUB came under the management of the Company in 2016 and since then Management, led by Managing Director Mohamed El Rashidi and Chief Financial Officer Khaled Khater, has driven the turnaround of the business through challenging market conditions, significantly increasing the quality of NUB’s educational offering, improving the profitability of the university and developing a strategy to establish the future growth and success of the business. Since 2018, NUB has benefited from an exclusive partnership in Egypt with the Medical University of Vienna International, or MUVI, an internationally ranked university and one of the oldest medical universities in Europe. Together they have developed the curricula for both NUB’s medicine and dentistry faculties. The partnership with MUVI also includes a joint program for staff selection, training and assessment processes and cooperation with periodic audits of NUB’s medicine and dentistry faculties. Management believes this strategic partnership has significantly increased the quality of its medicine and dentistry faculties, helping to make these programs more attractive to applicants. The Group has entered into a joint venture, the Badya JV (incorporated on 1 February 2021), with Palm Hills, one of Egypt’s leading real estate developers, to establish Badya University on a new campus over a land area of 133 thousand square meters in Palm Hill’s Badya project, an integrated multi-use project currently under development in 6th of October City, West Cairo. Subject to final regulatory approvals, Management intends for Badya University to serve Greater Cairo and to be comprised of an Egyptian private university offering health sciences faculties and a foreign branch of a leading international university. Management expects Badya University to commence operations in the 2022/2023 academic year with an expected total faculty capacity of approximately 9,160 students (subject to required regulatory approvals). Since the Group took over the management of NUB in 2016, Management has increased the number of students enrolled by 34% from 4,683 for the 2015/2016 academic year to 6,273 for the 2020/2021 academic year. Annual student intake has also increased by 103% from 867 in the 2015/2016 academic year to 1,760 in the 2020/2021 academic year. Also under the Group’s Management, NUB has raised its average tuition fees by 130% from EGP 35,833 in the 2015/2016 academic year to EGP 82,269 for the 2020/2021 academic year. During the same period, the faculty capacity of NUB, in the aggregate, increased from 6,500 to just over 11,000. The addition of new faculties and higher quality educational offerings, as well as increases in both faculty capacity of existing faculties and total students enrolled, have enabled the Group to grow its operating revenue significantly despite recent political and economic challenges. The Group generated consolidated operating revenue of EGP 450.2 million, EGP 354.2 million and EGP 273.6 million in each of the financial years ended 31 August 2020, 2019 and 2018, respectively, reflecting a CAGR of 28% over the three-year period, including the launch of NUB’s new medicine faculty and tuition fee increases reflecting the enhanced quality of NUB’s educational offering. The Group generated consolidated operating revenue of EGP 134.8 million in the three-month period ended 30 November 2020 compared to EGP 133.9 million for the three-month period ended 30 November 2019. As of 30 November 2020, the Group had 1,047 employees.

History NUB was founded in 2006 by Dr. Seddik Afifi. NUB offered three faculties in its first academic year of 2006/2007: dentistry, pharmacy and marketing and business administration. Over the course of 2008 to 2012, NUB introduced three additional faculties: media, computer science and engineering.

76 Commencing in September 2015, Thebes Educational Holdings B.V., which is 100% owned by ANAF II Fund L.P., an R.M.B.V managed co-investment vehicle funded by a number of development finance institutions and institutional investors, acting through the Company, acquired its interests in NUB through a series of transactions. See “Ownership and Corporate Structure—Acquisition of Nahda University”. On 1 June 2016, the Group obtained control of the day-to-day activities of NUB and the new Management, led by Managing Director Mohamed El Rashidi and Chief Financial Officer Khaled Khater, initiated a development phase for NUB with the intention of increasing the quality of and diversifying NUB’s educational offering to drive growth and increase the institution’s profitability. As part of this development phase, NUB’s new Management led the launch of its second dentistry hospital in 2016 and as an initial step towards the institutionalization of NUB, implemented new Comsys enterprise resource planning software, which helped to streamline the management of its day-to-day business activities such as accounting, analytics and supply chain operations, in 2018. In September 2018, NUB entered into a strategic partnership with MUVI, to jointly develop a curriculum for its medicine faculty, thereby receiving accreditation from MUVI with respect to the diploma of its medicine faculty. Management believes the partnership is the first and only one of its kind in relation to medical and dentistry faculties in Egypt. Also in 2018, NUB launched its offering of Aptech Academy English and computer courses. Aptech is a premier career-oriented education institute offering a network of education centers located in over 40 countries worldwide and all of NUB’s students have Aptech English language and computer education course requirements. As of 30 November 2020, 4,200 of NUB’s students were enrolled in these classes, making NUB one of the largest providers of Aptech courses globally. In 2019, the Group entered into an agreement with Beni Suef Hospital which allows its medicine faculty students to train at the hospital’s facilities. In September 2019, EGY EDU Invest B.V., a consortium of investors led by CI Capital Holding for Financial Investments S.A.E. (CICH) acquired an indirect 60% equity interest in the Company from Thebes Educational Management Holding B.V. Further, EGY EDU Invest B.V., CICH and a consortium of investors led by the latter, entered into a shareholders’ agreement to regulate their relationship including rights and obligations in EGY EDU Invest B.V. Pursuant to such shareholders’ agreement, CICH is entitled to make decisions in connection with the management of EGY EDU Invest B.V. In 2019, the Group began and completed the construction of a new medicine faculty building on NUB’s campus and formally launched its medicine faculty in the 2019/2020 academic year. The Group also undertook a campus-wide renovation and landscaping project which involved a number of improvements including the renovation of building exteriors, the paving of roads on campus and the installation of additional campus-wide greenery. Also in 2019, the Group acquired a 27-acre plot of land about five kilometers from NUB’s current campus on which Management intends to build a new campus to host its engineering and humanities faculties. Management believes its additional campus will enable NUB to launch an additional three faculties in the next three years (agricultural engineering, arts and architecture) and to apply for increases in its student intake quotas with respect to its existing faculties. Building on the partnership formed with MUVI in 2018 in relation to its medicine faculty, the Company expanded this partnership in 2019 to jointly develop an improved curriculum for its dentistry faculty, thereby receiving accreditation from MUVI with respect to the diploma of its dentistry faculty as well. During 2020, the Group achieved several milestones which Management believes will better position the Company pursue its strategy, including the following: * Launched NUB’s new physiotherapy faculty, which had a student intake quota of 280 students in its first year and is expected to have a student intake quota of 400 students thereafter, subject to regulatory approvals. * Succeeded in increasing the student intake quota for NUB’s medicine faculty by 60% from 250 students to 400 students only one year after its launch, which Management believes is a testament to the quality of its educational offerings. * NUB was also able to increase the student intake quota for its computer science faculty by 300% from 50 students to 200 students.

77 * Developed a modern IT academy and in the 2020/2021 academic year began offering on-campus technical training courses for computer programs commonly used in the workplace such as Cisco, Oracle and SAP. * In May 2020, as a result of uncertainties caused by the Covid-19 pandemic with respect to the timing of NUB’s planned campus for its engineering and humanities faculties, as well as decisions relating to the timing of capital expenditures required to achieve planned growth, Management made the strategic decision to enter into a lease for a 4,000 square meter building in Beni Suef Smart Village. In doing so, the Group obtained a letter of approval from the MoHE, approving the operation of the building in Beni Suef Smart Village as a part of NUB’s existing campus in Beni Suef. Opening this temporary campus at an already-constructed location limited the Group’s capital expenditure and allowed the Group to proceed with its expansion strategy and plans to launch additional faculties for NUB more rapidly than would otherwise have been possible given the time required for construction of its planned engineering and humanities campus. Additionally, in September 2020, the Group entered into a joint venture agreement in relation to the Badya JV with Palm Hills, one of Egypt’s leading real estate developers, in order to establish Badya University in Palm Hills’s Badya project in 6th of October City, West Cairo. The Badya JV was incorporated on 1 February 2021.

Competitive Strengths Established the first and largest private university in Upper Egypt As the owner and operator of the first and largest private university in Upper Egypt, the Group benefits from both first-mover advantage and the considerable benefits of both its size and the strength of its well- earned reputation for higher education in the region. NUB is located in the Beni Suef governorate and commenced operations during the 2006/2007 academic year. It is currently the largest private university in Upper Egypt, with eight faculties, new student enrollment of 1,760 students for the 2020/2021 academic year, total student enrollment of approximately 6,270 students and a total faculty capacity of just over 11,000. Upper Egypt, which comprises the narrow strip of land extending along the Nile River valley from the south of Cairo to Aswan, is the country’s most populous region, with a population of approximately 29 million. The region is relatively underserved in terms of higher education offerings and is home to only two private universities, one of which is NUB. Because it is the longest established and largest private university in the Upper Egypt, NUB is particularly well-positioned to capitalize on the increasing demand for higher education among a large and growing population. In addition, NUB’s location in Beni Suef, in close proximity to Greater Cairo, enables it to draw both students and faculty not only from the populous Upper Egypt region, but also from Greater Cairo, which is in relatively easy reach of Beni Suef. Moreover, as the region’s largest university, NUB has been able to grow its total student enrollment and therefore its tuition fee revenue. The Group’s established presence in Upper Egypt and the success of NUB also gives it an advantage over existing and potential competitors. The barriers to entry in the private higher education sector in Egypt are high. Universities must operate within a strict legal framework and adhere to stringent regulatory guidelines and oversight. It takes time to develop a strong brand and reputation and the pedigree that is sought by both students and teaching staff. The establishment of a private university requires significant upfront investment and establishment costs, including the acquisition of land and construction and development costs. There are also significant challenges presented in attracting and retaining quality academic staff, particularly outside Greater Cairo, and curriculum development required significant resources, both from academic staff once hired, as well as from university administrators. The Group has successfully overcome many of these development challenges through the restructuring and further institutionalization of NUB and its focus on attracting and retaining higher caliber teaching staff and students through various initiatives to elevate NUB’s brand equity, the quality of its educational offerings and its student experience. As the first and largest university in Upper Egypt, the Group has already demonstrated its ability to successfully navigate these challenges and is now in a position to build on that success.

Operates Egypt’s largest private medicine faculty In September 2018, the Group partnered with MUVI to enhance the academic quality of its medicine faculty. The exclusive partnership with MUVI is considered by Management to be the first and only partnership of its kind in relation to medical and dentistry faculties in Egypt. Together, the Group and

78 MUVI cooperated to jointly develop a new curriculum for the Group’s medicine faculty. The partnership also includes a joint staff selection process and training programs conducted by MUVI’s internationally renowned faculty. The result is a high-quality curriculum that complies with MUVI’s curriculum standards and that enjoys full accreditation and diploma attestation from MUVI as well as local accreditation from the MoHE. The Group’s medicine faculty was launched for the 2019/2020 academic year, making it one of only five private medicine faculties in Egypt and the only medicine faculty in Upper Egypt. Of these five private faculties of medicine in Egypt, NUB ranked second highest in terms of tuition fees for the 2020/2021 academic year at EGP 185 thousand. With a student intake quota of 400, the Group’s medicine faculty is the largest of the five private medicine faculties in Egypt. There are only four other private faculties of medicine in Egypt and three of those have a student intake quota of 350. These include New Giza University, 6th of October University, Modern University and Misr University for Science and Technology. In the 2019/2020 academic year, NUB’s medicine faculty was fully enrolled at 272 students. For the 2020/2021 academic year, enrollments rose 47% to 400 students, representing 100% of the new student intake quota. Management believes that this increase demonstrates the strength and quality of its offering on the back of its exclusive partnership with MUVI.

Delivers a high quality education across multiple, high-demand faculties at affordable tuition rates NUB has earned a reputation for delivering a high quality education across multiple, high-demand faculties. It has been able to do so while offering affordable tuition rates compared to its peers. As a result, NUB has generated strong demand from prospective students as evidenced by a student intake in excess of 80% of the total student intake quota set by the Private Universities Council. NUB also boasts high graduation rates and a low student to professor ratio in comparison to its peers. NUB attracts top tier students across its faculties and, in particular, in its high-demand health science faculties, including medicine, pharmacy, dentistry and its recently introduced physiotherapy faculty. Over the past several years, NUB has established high and increasing minimum acceptance grades, setting its internal minimum acceptance scores higher than the minimum scores set by the MoHE. The curricula for all of NUB’s faculties are accredited and approved by the MoHE and the Private Universities Council and are administered in English, except for its marketing and business and administration faculty, which is administered in both English and Arabic. NUB seeks to generate industry-leading margins, while setting its tuition fees for each faculty at an affordable price point. Since the 2012/2013 academic year, NUB’s fees have been converging with top universities in Egypt, but remain between what Management classifies as Tier 1 and Tier 2 Egyptian universities sharing certain common characteristics such as quality of education and market perception, based on the Company’s own market research and assessment. See “Industry Overview—Tuition Fees for Private Universities in Egypt” for a comparison of NUB’s fees with those of Tier 1 and Tier 2 Egyptian private universities. NUB’s alumni office works closely with graduating students to prepare them for successful entry into the workplace by providing career advisory and post-graduation career development services. NUB’s graduation rate for the 2019/2020 academic year was 90%. As of October 2020, approximately 84% of NUB’s graduates had secured full-time employment within six months of graduation. NUB offers a favorable student to professor ratio compared to peers. In the 2019/2020 academic year, NUB had 11.1 students per faculty member, compared to an average of 18.6 for private universities and 20.3 for all universities in Upper Egypt.

Enjoys solid financial performance resulting from a strong cash position and an unlevered balance sheet The Group has enjoyed strong financial performance over the period under review and Management believes that the Group is poised to experience further strong results going forward on the back of a continuous plan for growth and cost optimization, a strong cash position and an unlevered balance sheet. The Group’s recent strong financial performance has come despite a number of challenging circumstances, including difficult economic conditions in Egypt, regulatory changes impacting the education sector and the Covid-19 pandemic. Management believes that as these prevailing challenges abate, the Group will be well placed to build on the solid financial performance of the past several years. The Group has enjoyed significant operating revenue growth over the period under review, experiencing growth of 27.1% and 29.5% for the years ended 30 August 2020 and 2019, respectively. Operating revenue growth has been driven, in part, by the introduction of new high-demand faculties resulting in increased tuition fees and higher margins. The Group’s operating revenue rose at a CAGR of 28% from the year

79 ended 31 August 2018 to the year ended 31 August 2020 and stood at EGP 274 million, EGP 354 million and EGP 450 million for the years ended 31 August 2018, 2019 and 2020, respectively. Adjusted EBITDA rose at a CAGR of 37% from the year ended 31 August 2018 to the year ended 31 August 2020 and stood at EGP 128 million, EGP 184 million and EGP 240 million for the years ended 31 August 2018, 2019 and 2020, respectively. The Group’s net profit margins were 23%, 31% and 32% for the years ended 31 August 2018, 2019 and 2020, respectively. In order to maximize margins, the Group focuses on efficient cost management. For example, by shifting to the national power grid, the Group reduced its utilities expenses from EGP 15.7 million for the year ended 31 August 2019 to EGP 7.6 million for the year ended 31 August 2020. Other cost management initiatives have been introduced such as the replacement of traditional books with e-learning platforms, the implementation of strict staff efficiency measures, attendance and deductions policies, and utilities usage and materials requests controls. The Group also implemented a strict suppliers’ selection and procurement policy that entails screening the market for the best available alternatives and selecting the lowest and most economical price for the required level of product or service quality. For example, the Group uses a cost- plus and price analysis (breakdown) approach in its suppliers and contractors’ tendering process, which covers a majority of the construction, service, and outsourcing contracts the Group enters into. The Group combines these measures with detailed financial policies and procedures and an authority matrix that requires approvals starting from expenses and procurement requests up to the payment of amounts due to suppliers. Additionally, the Group implemented a comprehensive set of human resources policies, procedures, and salary scale that allowed for noticeable enhancement in staff performance while relatively reducing staff cost growth compared to the increase in staff qualifications and annual inflation. The Group has demonstrated strong cash flow generation ability on the back of financial and operational efficiencies. Tuition fees, which comprise the largest component of the Group’s operating revenues, are collected prior to the beginning of each academic semester and, in accordance with the Group’s revenue recognition policy, are recognized as revenue as the associated academic services are provided on a daily basis. As a result, the Group maintains a strong cash flow position, along with a high degree of predictability of one-year forward financial performance. In addition, this enables the Group to maintain a negative cash conversion cycle, while remaining unlevered. As of 30 November 2020, the Group had no outstanding bank loans, credit or other indebtedness.

Benefits from Egypt’s demographic profile that is generating increased demand for higher education and strong growth potential in the higher education market The Group benefits from the demographic profile of Egypt, which is characterized by its size and relative youth. At approximately 100 million people, Egypt has the largest population in the MENA region. The population of Egypt is expected to be the fastest growing in the MENA region and is also one of the youngest, with approximately 60% of the population under the age of 30. The higher education market in Egypt is underpenetrated, as demonstrated by low consumer expenditure on education and education metrics which lag behind similarly positioned countries. Expenditure on education per capita in Egypt stood at USD 135 in 2020, compared, for example, to USD 860 in the United Arab Emirates and USD 296 in Saudi Arabia. Only 34% of Egyptians currently enroll in education beyond secondary school. However, Egypt has the highest total expenditure on education in the MENA region, standing at 13.5 million in 2020, representing a five year CAGR of 23%. According to Euromonitor, this is expected to grow at a CAGR of 11% in between 2020 and 2024, again the highest growth rate in the region. Management expects that this expenditure growth will result in opportunities for growth in the higher education market which will support the Group’s growth plans. The higher education market in Egypt is underpenetrated providing room for the growth of private universities. Egypt has 0.4 universities and 0.3 private universities per one million population, which lags in comparison to other countries in the MENA region, which average 3.7 universities and 2.3 private universities per one million population. By comparison, the United Arab Emirates and Saudi Arabia have 3.9 and 1.4 universities and 2.0 and 0.7 private universities, respectively. In the year ended 31 August 2019, the number of private university students in Egypt was 9.7% of total university students. Management believes that this illustrates the potential for growth in the number of students enrolled in private universities as private universities are increasingly recognized by students as offering a higher quality of education than public universities and institutes. The difference in the educational quality and student experience is largely driven by the private universities’ access to private funding, enabling them to spend more to develop and maintain better educational facilities and to attract and retain a higher quality teaching staff through the provision of higher salaries compared to public universities.

80 Public universities and institutes also face significant challenges in overcoming overcrowding, which is not an issue in private universities.

Led by a strong management team with a proven track record in the field of higher education The Group benefits from a strong management team with over 70 years of combined experience in higher education and other industries. In particular, the team has extensive experience in planning, developing, leading and growing institutions of higher education. The Group is led by its Managing Director, Mohamed El Rashidi who has over 30 years of experience and the Group’s Chief Financial Officer, Khaled Khater, who has over 18 years of experience. Both Mr. El Rashidi and Mr. Khater have been with the Group since 2016 and have been integral in planning and implementing the Group’s strategy. NUB is led by its President, Dr. Mohamed Hossam El Malahy. Dr. El Malahy has served as President of NUB for two years and has over 25 years of experience in higher education. Dr. El Malahy previously served as the first assistant to the Minister of the MoHE and was the vice dean of the dentistry faculty at Cairo University. The Group’s management team successfully introduced the first institutionalized higher education management platform in Upper Egypt by enhancing infrastructure, improving the educational offering, instilling best practices and proper governance across all university teaching and support functions and hiring top tier academic staff. The management team institutionalized NUB by introducing a new operating model which established new processes and procedures in line with industry best practice. For instance, since taking over the management of the Group in 2016, the Company has implemented new practices in relation to accounting, budgeting, procurement, warehousing and has formalized its policies in relation to human resources and employees, anti-money laundering, code of conduct as well as administrative and academic policies. Management has also completely overhauled NUB’s management structure, introducing a new authority matrix and putting in place new faculty deans. Additionally, Management restructured the salaries of its academic staff in an effort to attract top caliber professors and raised the hiring qualifications of its administrative and academic staff across the Group. In relation to its operational model, Management consolidated all support and administrative functions under the Company while creating business divisions based on academic units. These changes have allowed the Group to improve upon its existing business functions and to improve the overall management and administration of its business. The Group intends to leverage its success in this regard to offer management consulting services to other higher education entities based on its own experience in developing its institutionalized higher education platform. Management has also implemented robust environmental, social and governance, or ESG, standards. These include environmental and safety initiatives such as the installation of a campus-wide external firefighting system; social projects such as the deployment of convoys to rural villages to provide much needed dental and medical support, the refurbishment of medical centers in impoverished villages in Upper Egypt and tuition support to encourage creativity and entrepreneurship; and governance practices which encompass global best practices in corporate governance standards, including independence, board committees and a commitment to improving diversity among both students and staff.

Strategy Focus on faculties generating industry leading margins at affordable tuition rates The Group has focused its educational offering, and its expansion efforts in particular, on high-margin faculties. Health science faculties such as medicine, dentistry and pharmacy are in high demand and therefore support higher tuition fees resulting in higher margins. Students enrolled in high-margin faculties generate an average margin in excess of 85%. For example, for the 2019/2020 academic year, NUB’s margins for dentistry, pharmacy and medicine faculties were 88%, 87% and 86%, respectively, compared to an average margin of 68% for all other faculties. Moreover, the number of students enrolled in these high margin faculties account for an increasing percentage of total student enrollment. For the 2020/2021 academic year, student enrollment in the high margin faculties of dentistry, pharmacy and medicine accounted for 67% of total student enrollment. NUB has managed to expand enrollment in these high margin faculties and achieve industry-leading margins while maintaining affordable tuition rates. As the strength of NUB’s offering has improved over the years, the tuition rates that it has been able to charge has increased in line with the quality of the education delivered. While increasing tuition has enabled NUB to grow its margins, it has been able to hold those increases to levels that remain competitive with top tier universities in Egypt. For its top faculties (including its medicine faculty for which Management does not believe there is a direct comparison given the MUVI partnership), tuition fees at NUB are currently lower than comparable top tier universities in Egypt, while the quality of the education delivered is on par. For

81 the high margin, high-demand faculties such as dentistry and pharmacy, NUB’s tuition remains below that of top tier universities, even as the quality of the education delivered and the opportunities on graduation converge.

Build on its existing partnership with MUVI in Egypt NUB has entered into an exclusive partnership with MUVI to develop and launch NUB’s medicine faculty and to improve its dentistry faculty offering. This partnership has allowed NUB and MUVI to jointly develop the curricula for NUB’s medicine and dentistry faculties, and cooperate in staff assessment and audit for its medicine and dentistry faculties. Management believes the partnership is the first and only one of its kind in relation to medical and dentistry faculties in Egypt. As a result of NUB’s partnership with MUVI, the Group has launched the largest private medicine faculty in Egypt. The partnership allows NUB to offer educational services to European standards. It includes a number of joint teaching, mentoring and examination platforms. The partnership has enabled NUB to attract top quality talent in both its students and its faculty. NUB’s medicine and dentistry faculties have both had their curriculum accredited by MUVI. The Group has been able to increase NUB’s medicine faculty’s student intake quota by 60% from 250 students to 400 students only a year after the faculty’s launch, which Management believes is a testament to the quality of NUB’s offerings. The Group plans to continue to foster these partnerships and enhance the significant advantages it provides as well as to explore similar partnerships with world-leading academic institutions, in order to expand the quality of its educational offering, particularly in high margin, high- demand faculties.

Expand its educational offerings by establishing new faculties, facilities and partnerships The Group has enjoyed first-mover advantage in Upper Egypt and plans to build on its strong existing educational platform by introducing new faculties offering training and degrees in high-demand specializations. The Group plans to launch three new faculties in the next three years: agricultural engineering, arts and architecture. The launch of these faculties, together with other initiatives including increases in the student intake quotas for existing faculties, are expected to result in an increase in total faculty capacity of 27% over the next three years. In addition to the expansion of its existing campus and faculties, the Group has acquired a 27-acre plot of land in Beni Suef on which it plans to develop a new campus to house facilities for its engineering and humanities faculties. In order to expedite the plans for the launch of its additional campus and faculties, the Group has rented a 4,000 square meter building in Beni Suef Smart Village which is expected to optimize the Group’s cash flows as it executes its expansion strategy. The Group has also launched the first and largest private medicine faculty in Upper Egypt. NUB has also entered into two right-of-use contracts with two nearby hospitals, Beni Suef Specialized Hospital and Government Education Hospital. These arrangements provide the students in NUB’s medicine faculty with the opportunity to complete the training hours required to graduate. The Group also intends to build a new teaching hospital with 150-185 beds on the planned engineering and humanities campus. In the 2020/2021 academic year, the Group introduced a new IT academy, which offers NUB students the opportunity to complete on-campus technical training courses in relation to certain Oracle, Cisco and SAP computer programs commonly used in the workplace. Students that complete these courses receive a certificate of completion from the relevant partner. In addition to these projects and programs already well underway, the Group is in the process of exploring new partnership opportunities with internationally renowned institutions in order to launch dual degree programs with other universities and to offer practical training courses to students through multinational companies.

Establish Badya University The Group has entered into a joint venture with Palm Hills to build Badya University, which will comprise a multi-faculty private university and a foreign branch of a leading international university in Palm Hills’s flagship project, Badya, West Cairo. Badya University is expected to launch in the 2022/2023 academic year and have an expected total faculty capacity of approximately 9,160 students (subject to regulatory approvals). The private university will offer health sciences faculties and is initially expected to include medicine and physiotherapy faculties beginning with the 2022/2023 academic year. Additional faculties are expected to follow for the 2023/2024 academic year, including dentistry and pharmacy faculties. The foreign branch is

82 expected to launch engineering and computer science faculties in the 2022/2023 academic year and is expected to add business and creative industries faculties for the 2023/2024 academic year. The foreign branch will operate in partnership with a leading university in order to differentiate its degree from those offered by other universities. The foreign branch is expected to offer faculties in engineering, computer science, business administration and creative industries. It is expected to have a total faculty capacity of approximately 2,400 students.

Provide enhanced student development activities The Group plans to provide enhanced student development activities through a number of initiatives, including the improvement and expansion of its existing campus and facilities, increasing student intake quotas across its faculties and by continuing to build and develop its existing and new non-academic opportunities for students. The Group’s student offering currently centers on its newly renovated NUB campus, which underwent a campus-wide facilities improvement and landscaping project which significantly improved the physical appearance of the campus to enhance the student experience. Management plans to construct a new engineering and humanities campus about five kilometers from NUB’s existing campus on a 27-acre plot of recently-acquired land. In addition, Management looks forward to the construction and launch of Badya University. The Group has plans to increase the student intake quotas in its key, high-demand faculties. In 2020, the medicine faculty’s student intake quota was increased from 250 to 400 and the computer science faculty’s student intake quota was increased from 50 to 200. Increased student intake quotas are also expected to be obtained for additional faculties including the physiotherapy and computer science faculties. In addition to increased student intake quotas, NUB is furthering its programs designed to attract an increased number of international students through agreements with other countries, primarily in Africa. NUB seeks to maximize the overall educational and cultural experience of its students by offering a broad range of diverse extra-curricular and co-curricular activities and opportunities. NUB currently offers a range of student clubs and committees. NUB also offers media and arts opportunities through its NUB TV channel and student radio station as well as programs associated with its existing 800-seat theatre. Students are able to take advantage of a wide range of recreational facilities and communal areas, including games rooms, restaurants and cafeterias. In addition, NUB has high quality sports and events facilities, including a gym and activities building, offering a wide range of competitive and recreational athletic opportunities to students. The Group has also launched a new academy in conjunction with Aptech, offering English language and computer education courses. The academy currently has approximately 4,200 students enrolled, making it one of the largest providers of Aptech courses globally.

Ownership and Corporate Structure The following chart depicts the Company’s share ownership and the Group’s organization and the level of ownership in its subsidiaries:

83 EGY EDU Invest B.V. Thebes Educational Holdings B.V. Managed by & Co-investors

60% 40%

Sphinx Obelisk B.V.

Nominee Agreement for 52% 100% 52% 48% Taaleem Management 0.04% Mohamed El Rashidi Mohamed El Rashidi Services S.A.E.

99.92%

100% Nahda Education and Future Minds for Education Palm Hills for Education Nahda Education S.A.E. Management Services S.A.E. & Management S.A.E. S.A.E.

98.4% 98.9% 48% 12% Nahda University – Egyptian Int’l Higher 40% Nahda University Fees Management Mohamed El Rashidi & Education S.A.E. Partners (Badya University)

Corporate Structure The Company acts as the manager and holding company of NUB. The Group’s corporate structure in relation to NUB involves two principal components: * Nahda University – Mohamed El Rashidi & Partners, or Nahda Limited Partnership, in which the Company owns 98.9% of the equity through its 100% ownership of its direct subsidiary Nahda Education S.A.E., or Nahda Education. * Nahda University for Education and Management Services Company S.A.E., or NUEMS, holds 98.4% of the equity interest in NUB, the owner of the academic buildings and infrastructure (0.71% of which is subject to the issuance of a presidential decree approving the acquisition of such stake and the payment of a related fee). The remaining 1.6% is held by four minority founders, each of whom own less than 1% (see “Regulatory Overview—Founders of NUB”). The Company owns 48% of NUEMS and Managing Director Mohamed El Rashidi owns 52%. Through a contractual arrangement, Mohamed El Rashidi has irrevocably assigned all of his economic and voting rights in relation to his 52% stake in NUEMS to the Company. The arrangement includes (i) a nominee agreement, under which Mr. El Rashidi owns 52% of the shares of NUEMS as a nominee shareholder for the benefit of the Company, (ii) irrevocable powers of attorney, given by Mr. El Rashidi in favor of the Company entitling the Company to act on his behalf in all actions relating to his NUEMS shares and Nahda Limited Partnership quotas and (iii) an assignment of rights agreement, under which Mr. El Rashidi has assigned and transferred all of his rights over his NUEMS shares to the Company, including the right to dividends and profit distributions. Additionally, through a contractual arrangement between NUB and the Company, the Company receives management fees against the services rendered by the Company to NUB. The Group has entered into the Badya JV with Palm Hills in order to establish Badya University. The Badya JV was incorporated as the Egyptian International Higher Education S.A.E. on 1 February 2021. Badya JV is 48% owned by the Company, 12% owned by Future Minds for Education & Management S.A.E., and 40% owned by Palm Hills for Education S.A.E. (a subsidiary of Palm Hills). Future Minds for Education & Management S.A.E. has signed a share pledge in favor of the Company, and has assigned all of its economic and voting rights in relation to its 12% stake in the Badya JV to the Company. The Badya JV has taken the initial step to obtain regulatory approval for Badya University by submitting a formal request to the Supreme Council on 14 February 2021 to establish a private university.

84 The Company is 99.9% owned by Sphinx Obelisk B.V., which is the Selling Shareholder, and is in turn 40% owned by Thebes Educational Holdings B.V. and 60% owned by EGY EDU Invest, a CICH led consortium of investors. See “Principal and Selling Shareholder” for additional information about the ownership of the Company.

Acquisition of NUB by the Company Commencing in September 2015, Thebes Educational Holdings B.V., which is 100% owned by ANAF II Fund L.P., an R.M.B.V managed co-investment vehicle funded by a number of development finance institutions and institutional investors, acting through the Selling Shareholder, caused the Company to acquire its interests in NUB through a series of transactions. In September 2015, the Company entered into an investment agreement to acquire 97.72% of the founders’ equity interests, or quotas, in NUB and 100% of Nahda Education, which at the time owned 98.73% of Nahda Limited Partnership. Also in September 2015, Nahda Education entered into an assignment agreement with NUB’s founders whereby the founders assigned all of their beneficial rights in NUB to Nahda Education. Immediately after the signing of the agreements: * The Company acquired one share in Nahda Education for a nominal amount to enable it to subscribe in the Nahda Education share capital increase from EGP 250,000 to EGP 10 million. The Company was the sole subscriber to the Nahda Education capital increase and became a 97.5% owner of Nahda Education. * The Company entered into a management agreement with NUB, which was subsequently revised on 1 June 2016. As per the revised management agreement, the Company became entitled to a management fee and a variable fee based on NUB’s performance. Under the management agreement, the Company can unilaterally direct the relevant activities of NUB, drive key decisions and manage the day-to-day activities of NUB. The fee structure of the management agreement includes daily rates calculated based on the Company’s personnel services to NUB, human resources and staff management services against 10% of NUB annual staff cost, a startup fee, and a 39% cost-plus arrangement applied on all costs incurred on behalf of NUB. The management fees amounted to EGP 55.1 million, EGP 54.6 million, and EGP 48.6 million for the years ended 31 August 2020, 2019, and 2018, respectively. In September 2020, Management revised the management fees going forward to reflect historical inflation and account for additional services and costs. The revision is expected to increase the management fees for the year ending 31 August 2021 to EGP 149.4 million. In October 2016, the Company acquired the remaining 2.5% in Nahda Education, increasing its ownership stake to 99.99%. In October 2017, the Company, together with Mohamed El Rashidi, established NUEMS to hold the founders’ quotas acquired by the Group in NUB, such that NUEMS held 97.72% of the founders’ quotas in NUB. The Company owns 48% of the issued and paid up capital of NUEMS. The remaining 52% is owned by Mohamed El Rashidi, the Group’s Managing Director, who has transferred all of his economic and voting rights in relation to his 52% stake to the Company (see “—Corporate Structure” above). The Company, Mr. El Rashidi and the other minority shareholder in NUEMS subsequently entered into a shareholders’ agreement dated 1 March 2018, pursuant to which the shareholders in NUEMS have agreed not to transfer their shares in NUEMS, increase the share capital of NUEMS, or otherwise amend NUEMS’ shareholder structure without the prior written approval of the MoHE. On 22 March 2021, the MoHE issued guidelines under which the listing of the Company on the EGX and the offering of up to 49% of the Shares must be conducted in compliance with Article (1) of the Private Universities Law regarding Egyptian ownership of private universities. On 23 March 2021, in accordance with MoHE guidelines, NUEMS submitted an acknowledgement to the EGX declaring the lock-up of all of the NUEMS shares so long as the Shares are listed on the EGX. NUEMS’ acknowledgment confirms that no disposition of the NUEMS shares shall take place without the approval of the EGX in accordance with the procedures provided for under the Private Universities Law and the Private Universities Law ER. Therefore, the holders of NUB and the direct ownership structure of NUEMS may not be amended without the prior approval of the Minister of Higher Education, in consultation with the Private Universities Council, and the satisfaction of all required conditions stipulated under the Private Universities Law and the Private Universities Law ER.

85 In August 2020, Nahda Education acquired an additional 0.18% of Nahda Limited Partnership and NUEMS acquired a further stake of 0.71% of the founders’ quotas of NUB for consideration of EGP 2 million, pursuant to which, Nahda Education’s ownership interest in Nahda Limited Partnership increased to 98.9% and NUEMS’ ownership stake in NUB increased to 98.4% (subject to the issuance of a presidential decree approving the acquisition of such stake and the payment of a related fee). See “—Nahda University in Beni Suef—Founders of NUB” below.

Nahda University in Beni Suef Overview NUB is the first and largest private university in Upper Egypt with approximately 6,270 enrolled students and a total faculty capacity of just over 11,000. The university boasts a broad array of quality academic offerings across eight different faculties including pharmacy, dentistry, medicine, physiotherapy, engineering, computer science, marketing and business administration and media. NUB’s existing campus spans 19 acres and features 89 classrooms, 125 scientific labs, 847 computer lab seats, an 800 seat-theatre, 789 dorm beds and two dentistry hospitals with 306 dental chairs. The Group recently acquired a 27-acre plot of land approximately five kilometers away from NUB’s current campus on which Management plans to construct a new engineering and humanities campus. Subject to regulatory approval, Management expects the additional space to allow it to apply for student intake quota increases with respect to its existing faculties and to launch three additional faculties: agricultural engineering, arts and architecture, expected to result in increased total faculty capacity for up to 2,960 additional students. The following table sets out certain information with respect to each of the eight faculties offered at NUB during the 2020/2021 academic year. Life Sciences Stem Humanities

Marketing and Computer Business Pharmacy Dentistry Medicine Physiotherapy Engineering Science Administration Media

Enrolled students(1) ...... 1,903 1,669 611 294 631 361 578 226 % of total enrolled students 30% 27% 10% 5% 10% 6% 9% 4% Faculty capacity ...... 1,500 1,260 2,000 2,000 1,875 800 1,200 400 Utilization...... 100% 100% 100% 100% 29% 87% 56% 50% Year of launch...... 2007 2007 2019 2020 2012 2009 2007 2008 Length of program (years). 5 5 5 5 5 4 4 4 Intake Tuition (EGP 000) .. 99 127 185 75 58 38 38 38 Number of professors ...... 132 155 47 25 81 32 25 17 % of staff attributable ...... 26% 30% 9% 5% 16% 6% 5% 3% Student to professor ratio .. 14.4x 10.8x 13.0x 11.8x 7.8x 11.3x 23.1x 13.3x ————— Notes: (1) The total number of students enrolled in each of the pharmacy and dentistry faculties exceeds stated total faculty capacity as a result of a decision by the Private Universities Council to adjust the student intake quotas for those faculties downward by 20% and 25%, respectively, commencing with the 2019/2020 academic year. Since taking over the management of NUB in June 2016, the Group has successfully grown the number of students enrolled, improved the university’s intake utilization rates and student to professor ratio and increased the university’s average tuition amount. The following table sets out these metrics for each of the academic years since Management has taken over the operation of NUB.

2015/2016 2016/2017 2017/2018 2018/2019 2019/2020 2020/2021

Number of Students enrolled ...... 4,683 4,973 5,120 5,398 5,577 6,273 Utilization ...... 72% 77% 71% 74% 66% 57% Average student to professor ratio ...... 12.7x 12.7x 12.7x 12.6x 11.1x 12.2x Average tuition...... 35,833 37,625 40,118 45,500 71,929 82,269

86 The following table sets out the historical evolution of the number of students enrolled in each of NUB’s eight faculties as at the start of the academic year indicated.

2007/ 2008/ 2009/ 2010/ 2011/ 2012/ 2013/ 2014/ 2015/ 2016/ 2017/ 2018/ 2019/ 2020/ 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Pharmacy ...... 300 691 1,074 1,192 1,533 1,732 1,458 1,998 2,095 2,113 2,097 2,118 1,932 1,903 Dentistry ...... 158 329 560 547 792 968 1,186 1,415 1,677 1,821 1,890 1,923 1,807 1,669 Marketing and Business Administration ...... 50 90 102 106 87 94 111 147 170 185 250 370 449 578 Media...... — 9 25 29 45 65 90 103 128 136 141 167 203 226 Computer Science...... ——11 18 42 33 75 61 73 100 142 179 217 361 Engineering...... —————234 356 529 540 618 600 641 694 631 Medicine ...... ————————————275 611 Physiotherapy ...... ———————————— –294

Total ...... 508 1,119 1,772 1,892 2,499 3,126 3,276 4,251 4,683 4,973 5,120 5,398 5,577 6,273

Tuition and Fees The Group generally charges the students who attend NUB full-time tuition fees upfront for each academic semester. The Group collects tuition and housing subscription fees through bank deposits and transfers. Both new and existing students are subject to annual tuition increases. As the operator of a private university, the Group has discretion in determining the level of NUB’s tuition fees, subject to any recommendations that may be issued by the MoHE or the Private Universities Council from time to time, and is not required to obtain any administrative approvals in relation to these amounts. The Group’s tuition fees are primarily determined based on the demand for the particular educational program, the cost of operations, the tuition and other fees charged by its competitors, the Group’s pricing strategy and general economic conditions in Egypt and the area where the campus is located. Once these factors have been taken into consideration and Management has determined the tuition rates for the following academic year, the Group publishes the tuition rates on NUB’s website. Since taking over the management of NUB, the Group has generally made annual tuition increases to reflect increased operating costs, improvements to our facilities and changes in market price for educational services but has made an effort to keep its tuition fees at levels that Management believe are competitive as compared to its competitors in order to attract more students and increase student enrollment and market share. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Results of Operations—Tuition fees and other fees”. As required by regulations adopted by the Private Universities Council, the Group’s refund policy is as follows: (i) 100% of tuition fee up to the first day of the academic year; (ii) 90% refund within one month after the start of the academic year; and (iii) no refunds thereafter.

Faculties The university currently offers eight faculties: pharmacy, dentistry, medicine, physiotherapy, engineering, computer science, marketing and business administration and media. Management also intends to launch three new faculties in the fall semester of 2022, including agricultural engineering, arts and architecture.

Medicine NUB launched its medicine faculty and its associated partnership with MUVI in 2019. For the 2020/2021 academic year, there were 611 students enrolled in this faculty, accounting for 10% of NUB’s total student population. The medicine faculty has a faculty capacity of 2,000 students and a student intake quota of 400 students for the 2020/2021 academic year. The student intake quota was 100% utilized for that academic year. NUB received a total of EGP 185 thousand in tuition fees from first-year medicine students for the 2020/2021 academic year. For the 2020/2021 academic year, the average score of NUB’s first-year medicine students on the National Secondary Education Certificate was 97.4% as compared to the 95% minimum score requirement set by the MoHE for all medicine faculties. Medicine students are required to complete 300 credit hours in order to graduate, which typically results in a five year program. Since 2018, NUB’s medicine faculty has benefited from the Group’s strategic partnership with MUVI and upon graduating, students in this faculty receive a diploma that is fully accredited by MUVI. The faculty offers the following specific programs: * Embryology * Histology

87 * Pharmacology * ENT * Ophthalmology * Parasitology * Pediatrics * Radiology * Internal Medicine * General Surgery * Obstetrics and Gynecology * Physiology

Dentistry NUB launched its dentistry faculty in 2007. For the 2020/2021 academic year, there were 1,669 students enrolled in this faculty, accounting for 27% of NUB’s total student population. The dentistry faculty has a faculty capacity of 1,260 students and a student intake quota of 252 students for the 2020/2021 academic year. The student intake quota was 100% utilized for that academic year. NUB received a total of EGP 127 thousand in tuition fees from first-year dentistry students for the 2020/2021 academic year. For the 2020/ 2021 academic year, the average score of NUB’s first-year dentistry students on the National Secondary Education Certificate was 94.9% as compared to the 90% minimum score requirement set by the MoHE for all dentistry faculties. Dentistry students are required to complete 180 to 210 credit hours in order to graduate, which typically results in a five year program. In 2019, the Group extended its partnership with MUVI to include the dentistry faculty, such that students in this faculty also benefit from a jointly- developed curriculum and receive a diploma accredited by MUVI upon graduating. NUB’s dentistry team came in first for two consecutive years, 2019 and 2020, in Egypt’s Dental Schools Olympics, which Management believes is a testament to the strength of the academic quality of this faculty. The faculty offers the following specific programs: * Basic Dental Sciences * Prosthetic Dentistry * Conservative Dentistry * Oral and Maxillofacial Surgery * Orthodontics and Periodontics * Oral Medicine * Periodontology and Diagnosis and Oral Radiology

Pharmacy NUB launched its pharmacy faculty in 2007. For the 2020/2021 academic year, there were 1,903 students enrolled in this faculty, accounting for 30% of NUB’s total student population. The pharmacy faculty has a faculty capacity of 1,500 students and a student intake quota 300 students for the 2020/2021 academic year. The student intake quota was 100% utilized for that academic year. NUB received a total of EGP 99 thousand in tuition fees from first-year pharmacy students for the 2020/2021 academic year. For the 2020/ 2021 academic year, the average score of NUB’s first-year pharmacy students on the National Secondary Education Certificate was 93.3% as compared to the 90% minimum score requirement set by the MoHE for all pharmacy faculties. Pharmacy students are required to complete 180 to 200 credit hours in order to graduate, which typically results in a five-year program. The faculty offers the following specific programs: * Pharmaceutics and Clinical Pharmacy * Pharmacognosy and Medicinal Plants * Pharmacology and Toxicology

88 * Analytical Chemistry * Organic Chemistry * Medicinal Chemistry * Biochemistry and Microbiology and Immunology

Physiotherapy NUB launched its physiotherapy faculty in 2020. For the 2020/2021 academic year, there were 294 students enrolled in this faculty, accounting for 5% of NUB’s total student population. The physiotherapy faculty has a faculty capacity of 2,000 students and a student intake quota of 400 students for the 2020/2021 academic year. The student intake quota was 100% utilized for that academic year as the faculty is only allowed to admit 70% of its student intake quota in its first year of operation. NUB received a total of EGP 75 thousand in tuition fees from first-year physiotherapy students for the 2020/2021 academic year. For the 2020/2021 academic year, the average score of NUB’s first-year physiotherapy students on the National Secondary Education Certificate was 94.2% as compared to the 90% minimum score requirement set by the MoHE for all physiotherapy faculties. Physiotherapy students are required to complete 196 credit hours in order to graduate, which typically results in a five-year program. The faculty offers the following specific programs: * Basic Science * PT for Orthopedic Surgery * PT for Pediatrics and its Surgery * PT for Neurology and Neurosurgery * PT for Internal Medicine * PT for Gynecology and Obstetrics * PT for Surgery and Burn

Engineering NUB launched its engineering faculty in 2012. For the 2020/2021 academic year, there were 631 students enrolled in this faculty, accounting for 10% of NUB’s total student population. NUB’s engineering faculty’s intake utilization rates on its previous student intake quota of 225 students gradually increased from 55% in the 2017/2018 academic year to 87% in the 2019/2020 academic year. For the 2020/2021 academic year, the student intake quota was increased to 375 students (faculty capacity of 1,875 students). Although 110 new students enrolled, as a result of the increased student intake quota, the utilization rate for the 2020/2021 academic year dropped to 29%. NUB received a total of EGP 58 thousand in tuition fees from first-year engineering students for the 2020/2021 academic year. For the 2020/2021 academic year, the average score of NUB’s first-year engineering students on the National Secondary Education Certificate was 85.5% as compared to the 80% minimum score requirement set by the MoHE for all engineering faculties. Engineering students are required to complete 180 credit hours in order to graduate, which typically results in a five-year program. The faculty offers the following specific programs: * Electrical Engineering * Computer and Communication Engineering * Architectural Engineering and Civil Engineering * Mechatronics Engineering * Electrical and Renewable Energy * Mechanical Engineering

Computer Science NUB launched its computer science faculty in 2009. For the 2020/2021 academic year, there were 361 students enrolled in this faculty, accounting for 6% of NUB’s total student population. The computer science faculty has a faculty capacity of 800 students and a student intake quota of 200 students for the 2020/2021

89 academic year. The student intake quota was 87% utilized for the 2020/2021 academic year. During 2019, NUB obtained an increase in its student intake quota for its computer science faculty from 50 to 150 students from the Private Universities Council, and in November 2020, NUB obtained a further increase in its student intake quota for its computer science faculty from 150 to 200 students commencing with the 2020/2021 academic year. NUB received a total of EGP 38 thousand in tuition fees from first-year computer science students for the 2020/2021 academic year. For the 2020/2021 academic year, the average score of NUB’s first-year computer science students on the National Secondary Education Certificate was 79.8% as compared to the 70% minimum score requirement set by the MoHE for all computer science faculties. Computer science students are required to complete 144 credit hours in order to graduate, which typically results in a four-year program. The faculty offers the following specific programs: * Computer Science * Information Systems * Information Technology and Operations * Research and Decision Support Systems Computer science students can specialize within the following sub-tracks: * Artificial Intelligence * Cloud Computing * Bioinformatics * Cybersecurity

Marketing and Business Administration NUB launched its marketing and business administration faculty in 2007. For the 2020/2021 academic year, there were 578 students enrolled in this faculty, accounting for 9% of NUB’s total student population. The marketing and business administration faculty has a faculty capacity of 1,200 students and a student intake quota of 300 students for the 2020/2021 academic year. The student intake quota was 56% utilized for that year. NUB received a total of EGP 38 thousand in tuition fees from first-year marketing and business administration students for the 2020/2021 academic year. For the 2020/2021 academic year, the average score of NUB’s first-year marketing and business administration students on the National Secondary Education Certificate was 68.5% as compared to the 60% minimum score requirement set by the MoHE for all marketing and business administration faculties. Marketing and business administration students are required to complete 122 to 144 credit hours in order to graduate, which typically results in a four-year program. The faculty offers the following specific programs: * Business Administration * Accounting * Marketing and Electronic Commerce * Management of Banks

Media NUB launched its media faculty in 2008. For the 2020/2021 academic year, there were 226 students enrolled in this faculty, accounting for 4% of NUB’s total student population. The media faculty has a faculty capacity of 400 students and a student intake quota of 100 students for the 2020/2021 academic year. The student intake quota was 50% utilized for that year. NUB received a total of EGP 38 thousand in tuition fees from first-year media students for the 2020/2021 academic year. For the 2020/2021 academic year, the average score of NUB’s first-year media students on the National Secondary Education Certificate was 74.9% as compared to the 60% minimum score requirement set by the MoHE for all media faculties. Media students are required to complete 144 credit hours in order to graduate, which typically results in a four-year program. The faculty offers the following specific programs: * Journalism

90 * Internet and Electronic Publishing * Radio, Television, Relations and Advertising

Exclusive collaboration with MUVI NUB benefits from an exclusive partnership in Egypt with MUVI with respect to its medicine and dentistry faculties. Management believes this is the first and only partnership of its kind in relation to medical and dentistry faculties in Egypt. MUVI is an internationally ranked university and one of the oldest medical universities in Europe. MUVI has 8,000 students, 5,500 employees, 3,600 researchers, 26 clinics, 3 clinical institutes, 18 post graduate courses, 16 PhD doctoral degrees and 10 doctoral medical science degrees and 12 medical theoretical departments. Management believes this partnership with a highly-regarded European university enhances the quality of its educational offering through the introduction of concepts commonly used at European institutions of higher education. The curriculum developed in partnership with MUVI involves progressive strategies in education such as classes that are taught jointly by both a clinician and a pre-clinical instructors of basic sciences, personalized clinical mentorship programs for its students and incentive schemes for its professors. Student assessments involve both written and structured oral examinations. Through the partnership, the Group has developed a database of variable questions and answers for use in assessments and examinations and has created a set of standard forms and consents for use in workshops and tutorials. The partnership with MUVI as also enabled the Group to introduce modern didactic instruments in the form of case-based, interactive and research-driven feedback and simulations of physician’s activities. The curriculum also sets out competency and problem-oriented objectives with focus on patient and social outcomes. Through its partnership with MUVI, the Group has also established a remote-learning platform. This platform helped the Group to withstand the challenges presented by the Covid-19 pandemic by allowing students to continue learning online during the period the university campus was closed. The university-wide online attendance rate of NUB students was 90% during the months that there were lockdowns in place in Egypt. The platform features online simulations that allow students to practice facing challenging medicine decisions through an interactive communication component and computer-aided diagnosis tools. Through its partnership with MUVI, NUB has access to learning analytics software, which enables professors to monitor the learning progress of individual students. NUB provides its medicine and dentistry faculty students with digital assessments and is transitioning towards online examinations. Another focus of the curricula developed in partnership with MUVI is to identify, attract and retain top quality professors to ensure the academic quality. The staff selection process and training programs are led by MUVI through annual workshops, using their interview models and KPIs. The curricula were also developed with the aim of also attracting the highest caliber students. The admissions processes and methodology are directed by MUVI, and the marketing material used to for the admissions department is similarly prepared by MUVI. On this basis and given MUVI’s heavy involvement in the development and management of these faculties, the students that graduate from NUB’s medicine and dentistry faculties receive an MUVI attested diploma, which is a very attractive prospect in Egypt due to the prestige associated with European universities.

Aptech Academy Since 2018, NUB has been operating an on-campus academy in conjunction with Aptech, a well-known career-oriented education institute offering a network of education centers located in over 40 countries worldwide. In exchange for 12.5% of the revenue received from the offering of these courses, NUB has access to Aptech’s study materials, teacher training programs conducted by Aptech, online lectures for students, quality assurance audits, student examination materials and Aptech’s certification of its students. All of NUB’s students are required to take 144 hours of each of Aptech English language and computer education courses over their first three years at NUB in order to develop skills that will facilitate their learning experience at the university and make them more qualified candidates for employment following graduation. NUB’s Aptech academy currently has approximately 4,200 students enrolled, making it one of the largest providers of Aptech courses globally.

Academic Staff As Management has continued to increase the quality of NUB’s academic offerings, the university has been able to attract higher caliber professors. As a result of its strategic location and its accessibility from Cairo,

91 NUB has had success in convincing professors stay on long term. Approximately 25% of NUB’s professors have been with NUB for over five years. For the 2020/2021 academic year, nearly 23% of the teaching staff were NUB graduates, while 18% attended Cairo University, 10% attended Beni Suef, 6% attended Menya University, 5% attended Ain Shams University, 5% attended Al-Azhar University and 4% attended international universities. The remaining 31% attended other universities in Egypt. The following table presents a breakdown of NUB’s academic staff by faculty, status (seconded, seconded adjunct and full-time) and level of degree attained (bachelor’s, master’s and PhD).

Marketing and Computer Business Pharmacy Dentistry Medicine Physio-therapy Engineering Science Administration Media Total

Seconded...... 38 39 44 9 0 0 4 6 140 Seconded Adj. (PhD) (1)...... 19 20 22 5 0 0 2 3 71 Full-Time – PhD ...... 37 37 4 5 29 9 7 5 133 Full-Time – Masters ...... 32 19 1 4 21 4 9 4 94 Full-Time – Bachelor ...... 44 79 20 11 31 19 7 5 216 Total PhD...... 56 57 26 10 29 9 9 8 204 Total Masters ...... 32 19 1 4 21 4 9 4 94 Total Bachelor ...... 44 79 20 11 31 19 7 5 216 Total Staff ...... 132 155 47 25 81 32 25 17 514 ————— Notes: (1) In accordance with SCU regulations, the number of seconded teaching staff is divided by two to reach a full-time equivalent in the calculation of university staff and student to professor ratio. The staff from NUB’s pharmacy, dentistry and engineering faculties represent the bulk of its academic staff, which mirrors the breakdown of the student body and the number of students in each of those faculties. Management has focused on continuing to improve the university’s professor to student ratio in order to provide students with the best educational quality. NUB’s average student to professor ratio across its faculties is 12.2 students per professor, which is relatively low as compared to other similarly situated universities. The following table sets out the student to professor ratio with respect to each of the eight faculties it currently offers for the 2020/2021 academic year.

Marketing and Computer Business Pharma Dentistry Medicine Physiotherapy Engineering Science Administration Media

Enrolled students ...... 1,903 1,669 611 294 631 361 578 226 Number of professors...... 132 155 47 25 81 32 25 17 Student to professor ratio...... 14.4x 10.8x 13.0x 11.8x 7.8x 11.3x 23.1x 13.3x

Application Process and Student Recruitment The Group has increased the number of online applications it receives by 300% from 6,145 for the 2018/ 2019 academic year to 24,591 for the 2020/2021 academic year. This has also led to an increase in the number of acceptances the Group has awarded, which has grown by 38% from 1,276 for the 2018/2019 academic year to 1,760 for the 2020/2021 academic year. As a result, the Group has also seen an increase in the revenues it receives from the applications and admissions process in recent years, which has grown by 233% from approximately EGP 6 million for the 2017/2018 academic year to approximately EGP 20 million for the 2020/2021 academic year. The first step in NUB’s application process involves an online application. Prospective students must first complete an online application and are required to decide at this stage which faculty they would like to apply to. Applicants are then contacted by the student affairs department to confirm whether they have been accepted through to the next round of the application process which involves a physical application that must be completed on campus. As a part of the physical application, applicants must submit their high school scores. Prospective candidates pay a non-refundable fee of EGP 600 to complete the physical application. The next step in the process is an aptitude test, for which students also pay a non-refundable fee of EGP 600. Each faculty requires a minimum test score for applicants to qualify into that program. Following the test, applicants who pass the minimum required test score are accepted. Applicants that wish to enroll are then required to pay tuition for their first semester in order to hold their place in that intake.

92 Examinations and Assessment The Group has developed comprehensive guidelines for examinations and grade assessment that focus not only on evaluating students’ performance based on students’ end-of-semester final examinations, but also on the students’ participation in class discussions, homework and quizzes and laboratory project papers and practical examinations. The final grade a student receives for a particular course generally accounts for his or her performance in the written examinations and/or coursework assessment.

Graduation and Employment Historically, NUB has achieved high initial employment rates for graduates. As at the end of the 2019/2020 academic year, NUB had 6,016 graduates and their initial employment rate was 84%. The following table sets out the number of graduates and initial employment rates for NUB graduates for the periods indicated:

2019/2020 Academic Year(1)

NUB Faculty Number of Graduates Initial employment rate

Pharmacy ...... 3,106 83% Dentistry ...... 1,916 86% Engineering...... 430 82% Computer Science...... 108 86% Marketing and Business Administration...... 271 83% Media...... 185 86%

NUB overall...... 6,106 84% ————— Notes: (1) NUBs medicine and physiotherapy faculties were launched in 2019 and 2020, respectively, and therefore have not been included as no there were no graduates for this period.

NUB offers limited career services to its graduating students, including career advice and assistance with CV preparation.

Competition The private higher education sector in Egypt is evolving and competitive, and Management expects competition in this sector to intensify as more private universities enter the market or existing private universities expand. The Group faces competition primarily from other private universities. In relation to competition in Upper Egypt, the Group principally competes directly with Deraya University and the recently launched Merit University, the only other private universities in the region. The Group competes on the following factors among others: * the reputation of its universities; * its operating experience; * the high initial employment rates of its students and the extensiveness of the career planning guidance provided to its students; * the scope and quality of its education programs, services and course offerings; * students’ academic performance; * the abundance of practical training opportunities provided to its students; * ability to attract and retain high caliber professors; * overall student experience. Management believes the Group is able to compete effectively due to its strong reputation, diverse curricula, the high quality of its professors, established training programs and the high initial employment rate of its students. However, some of the Group’s existing and potential competitors, especially public universities, have governmental support in the form of government subsidies and other charge only nominal tuition fees. However, places at public universities are limited and perceived to not offer the high quality of education of private universities such as NUB. The Group’s competitors may devote greater resources, financial or

93 otherwise, to student recruitment, campus development and brand promotion and respond more quickly than NUB can to changes in student demands and market needs. While Management does not believe that NUB currently competes directly with public universities, which operate under a different model and have different minimum entrance requirements, if overcrowding, quality and other issues at public universities are addressed, public universities may become more attractive to students and public universities may become a greater source of competition for the Group.

Social Initiatives and Community Engagement NUB is committed to giving back to the surrounding community and has backed over 30 different philanthropic projects. Selective initiatives include those mentioned below: * During the Covid-19 pandemic, the Group provided its students with data sim cards to ensure equal access for all of its students. * NUB seeks to give back to the community by offering dentistry check-ups for EGP 5 to low- income individuals, which also provides its students with an opportunity to get practical training through clinical experiences. In the last nine years, NUB students and dentists have helped to treat approximately 242,736 dentistry cases. * The medicine faculty leads annual medical convoys to rural villages to provide residence with dentistry and medical support. The Group has also backed the refurbishment of six medical centers in Upper Egypt in an effort to serve less fortunate villages. * NUB’s campus is also located in a governorate that was once listed as underdeveloped. NUB is an active player in the community as it promotes equality and social welfare. The university’s study body is comprised of 43% female students and its staff is comprised of 49% females. NUB also actively works to embrace principles of diversity, inclusion and equality. 4% of employees are people with disabilities. NUB also granted EGP 18 million in need-based scholarships to assist under-privileged students. * 2% of students’ tuition fees are paid to support the creativity fund to promote innovation and entrepreneurship which is managed by the MoHE. * NUB students and staff have also participated in preparing drawings for Beni Suef’s corniche landscape improvements and are volunteering to produce the governorate’s events and promotional movies through its media faculty.

Facilities NUB Existing Campus NUB’s existing campus occupies a 19-acre plot of land in Beni Suef and includes 89 classrooms, three larger lecture halls, 125 scientific labs, an 800-seat theatre, a 595-seat auditorium, 847 computer lab seats across 25 computer labs, 789 dorm beds and seven student unions. The university’s 125 scientific labs are equipped with modern technology and range from a capacity of 25 students to 50 students. 13 of these labs are used by the dentistry faculty, 11 by the physiotherapy faculty, 18 by the computer science faculty, 45 by the pharmacy faculty and 13 by the medicine faculty. The dentistry facility, which contains two dental hospitals with 306 dental chairs, allowed NUB’s teaching doctors and dentistry students to provide treatment to approximately 34,000 patients per year for each of the last five years. This access to patients provides NUB’s dental residents the opportunity to obtain the practical training and experience required to complete their residency on campus. There is also a new 135-bed hospital currently under construction on NUB’s new Beni Suef campus, which once completed will provide NUB’s students additional opportunities to gain practical training and experience. The university offers its students both on-campus and off-campus dorms. NUB’s dorm facilities have a capacity of 328 males and 461 females. NUB seeks to maximize students’ experience through various other on-campus offerings. It offers its students a wide range of recreational facilities and communal areas including: game rooms, three restaurants, three smaller food shops, a 2,107 square meter gym, playgrounds, sports facilities, a theatre, cafeterias and an activities building, which students use for gatherings, gaming and other forms of entertainment. The university also hosts its own student-led radio station and television station. NUB also has eight student-led

94 committees, one with respect to the university as a whole and one for each of NUB’s current faculties, which are comprised of nominated student representatives responsible for planning and organizing events and liaising with the university’s administration on behalf of the other students. NUB is also home to the Salim Sahab Academy for Culture and Arts, which is a large-scale artistic project led by Maestro Salim Sahab that aims to discover and develop talent across various fields of artistic mediums including singing, ballet and instruments.

Right-of-Use of Hospitals elsewhere in Beni Suef NUB has also entered into two right-of-use contracts with two nearby hospitals, Beni Suef Specialized Hospital and Government Education Hospital. Regulations in Egypt stipulate that in order to receive a license or regulatory approval, all medicine faculties must have, or have in place an arrangement to use, a teaching hospital where students can train and obtain practical experience. These arrangements provide the students in NUB’s medicine faculty with the opportunity to complete the training hours required to graduate. The arrangement also enables the Group to operate a fully-licensed and approved medicine faculty without having to deploy significant upfront investment in the construction of a new hospital. These agreements will remain in place during the construction of NUB’s new hospital on the planned engineering and humanities campus.

Planned Engineering and Humanities Campus The Group recently acquired a 27-acre plot of land approximately five kilometers away from NUB’s current campus on which Management plans to construct a new engineering and humanities campus. The Group also intends to build a new teaching hospital with 150-185 beds on the planned engineering and humanities campus. Construction of the new hospital is expected to begin in the 2020/2021 academic year and to continue over a three-year period, with construction phased to reach completion milestones based on the developing requirements of the faculty of medicine’s clinical studies plan. By moving NUB’s engineering and humanities faculties to an another campus, Management expects to have additional space at the existing campus to improve the efficiency of its life sciences faculties. Management also expects the additional space to allow it to apply for student intake quota increases with respect to its existing faculties and to launch three additional faculties including agricultural engineering, arts and architecture. The addition of these new faculties will allow NUB to diversify its academic offerings and grow its student body. Subject to regulatory approval, the new faculties are expected to result in an additional faculty capacity of 1,875 for the new agricultural engineering and architecture faculties and an additional faculty capacity of 1,200 for a new art faculty. Together, Management expects these three new faculties to provide faculty capacity for up to 2,960 additional students. Management seeks to realize a first-mover advantage by being the first private university to offer these new specializations, such as architecture and agricultural engineering, in Upper Egypt. In May 2020 in light of the uncertainties caused by the Covid-19 pandemic, Management made the strategic decision to rent a 4,000 square meter building in Beni Suef Smart Village in order to open a temporary campus for its engineering faculty at an already existing building in Beni Suef Smart Village, allowing the Group to proceed with its expansion strategy and plans to launch additional faculties for NUB on a quicker timeline than would otherwise have been possible given any construction delays. Management made this decision with the intention of optimizing the Group’s cash flows until the construction of the planned engineering and humanities campus is completed. As a result of opening the temporary campus, the Group was able to launch NUB’s new physiotherapy faculty at the start of the 2020/2021 academic year and the Group is aiming to launch its three additional faculties at the start of the 2022/2023 academic year.

95 Founders of NUB The founders of NUB are as follows: Percentage of Incorporation and No. Name Ownership Quotas in NUB

1...... Nahda University for Education and Management Services 98.43% Company S.A.E. (or NUEMS) 2...... Mr. Ahmed Amin Hamza 0.71% 3...... Mr. Abd El Hamid Bahgat Fayed 0.36% 4...... Mr. Ahmed El Kady 0.21% 5...... Mr. Khalil Moustafa El Dewany 0.29%

Total...... 100%

On 9 November 2020, NUB notified the Private Universities Council of the acquisition by NUEMS of an additional 0.71% stake in NUB from Mr. Mohamed Ibrahim Sayed Ahmed (further to the 97.72% stake that it held in NUB pursuant to the Presidential Decree No. 457 of 2019), based on the approval which NUB obtained from the legal department of the Private Universities Council on 5 October 2020 with respect to such amended structure. However, a presidential decree has not yet been issued to approve such additional acquisition. To that effect, the ownership stake of Nahda University for Education and Management Services S.A.E. increased to 98.43% after the transaction. As of the date of this Offering Circular, the process of amending the ownership structure and obtaining the presidential decree is ongoing.

NUB’S Licenses and Internal Regulations Incorporation Decree NUB was incorporated by virtue of the Presidential Decree No. 253 of 2006 issued on 15 July 2006 (the Incorporation Decree). The Incorporation Decree states the main constitutional information of NUB as follows: * the name of NUB which is “Nahda University in Beni Suef”; * NUB’s faculties (as outlined below); * the authorities of the Board of Trustees and NUB’s council; and * other general provisions related to the incorporation of NUB.

Faculties of NUB At the time of the Incorporation Decree in 2006, NUB comprised the following six faculties: * Marketing and Business Administration; * Computer Science; * Engineering; * Media and Mass Communication; * Pharmacy; and * Dentistry On 10 January 2019, the Incorporation Decree was amended by Presidential Decree No. 19 of 2019, in order to add two newly established faculties to NUB, namely the medicine and physiotherapy faculties, thereby increasing the total number of NUB’s faculties to eight. The MoHE Decree No. 1823 issued on 7 August 2007 permitted the commencement of education as of the academic year of 2007/2008 in the faculties of pharmacy, dentistry and marketing and business administration. The MoHE Decree No. 2668 issued on 7 September 2008 permitted the commencement of education as of the academic year of 2008/2009 in the media faculty. The MoHE Decree No. 129 issued on 18 January 2010 permitted the commencement of education as of the second semester of the academic year of 2009/2010 in the computer science faculty.

96 The MoHE Decree No. 4830 issued on 4 November 2012 permitted the commencement of education as of the academic year of 2012/2013 in the engineering faculty. The MoHE Decree No. 3310 issued on 4 August 2019 permitted the commencement of education as of the academic year of 2019/2020 in the medicine faculty. The MoHE Decree No. 2562 issued on 11 August 2020 permitted the commencement of education as of the academic year of 2020/2021 in the physiotherapy faculty.

Equalization Decrees Equalization decrees for most of NUB’s faculties have been issued by MoHE, except for the faculties of medicine and physiotherapy. An equalization decree may only be obtained by a faculty following the graduation of its first cohort to allow the regulator to check the track and subjects actually taught to students during their period of study. NUB’s medicine and physiotherapy faculties started in the 2019/2020 and 2020/2021 academic years, respectively.

Quality Assurance and Accreditation of Education Only NUB’s pharmacy faculty has been accredited by virtue of an accreditation certificate issued based on the Decree No. 191 on 15 July 2019 of the Board of Directors of the National Authority for Quality Assurance and Accreditation of Education. Such certificate is valid for a period of five years following its issuance date.

Board of Trustees Pursuant to NUB’s internal regulations, the Board of Trustees shall be constituted from the founders of NUB, public figures, well esteemed professors, elite scholars, high regarded individuals in the educational community and including the President of NUB. Replacement of Board of Trustees’ Members. Pursuant to NUB’s internal regulations, Board of Trustees membership automatically terminates in the following cases: * Resignation; * Death; * Issuance of a verdict by conviction of a dishonorable crime; * End of service in relation to those appointed by NUB and elected as members of the Board of Trustees due to their post; or * Failure to attend three consecutive or non-consecutive meetings without acceptable excuse. Though not specifically stated in NUB’s internal regulations, in practice, a member of the Board of Trustees can also be removed by a majority vote of the Board of Trustees. Quorum and Voting. The meetings of the Board of Trustees shall be valid if attended by at least one third of its members. The resolutions of the Board of Trustees shall be issued by the majority of the members attending the meeting and in the event the votes are even, the Chairman shall have a casting vote. See “Management and Corporate Governance—Management and Corporate Governance of NUB” for further information on the current Board of Trustees and its role.

President of the University The current President of NUB is Dr. Mohamed Hossam El Din El Malahy, pursuant to the letter approved by MoHE on 28 March 2018. By virtue of the Chairman of the Board of Trustees Resolution No. 3 of 2018, Dr. Mohamed Hossam El Din El Malahy was appointed for a term of four years beginning 1 April 2018 and ending 31 March 2022. The President of NUB represents NUB in any dealings with third parties or courts. Furthermore, NUB’s President shall have the authority to manage the academic affairs of NUB. By virtue of a letter issued by NUB dated 22 August 2020, Dr. Yasser Mahmoud Ibrahim El Sherbiny is NUB’s vice-President for students and educational affairs, Dr. Mohamed Salah El Din Ahmed Ayoub is NUB’s vice-President for postgraduate studies and Dr. Mohamed Aly Saleh is NUB’s vice-President for strategic planning and international co-operation.

97 Financials of NUB The Private Universities Law ER provides that a private university should have annual financial statements demonstrating its revenues and expenses (including the distribution of the net profits surplus resulting from its activity as determined by the internal regulations of the private university). As a single economic entity, NUB and Nahda Limited Partnership have a single set of audited financial statements and a single tax card.

Student Intake Quotas Pursuant to the Private Universities Law and the Private Universities Law ER, the number of students each of NUB’s faculties is able to admit each academic year is set and approved by the Private Universities Council. Furthermore, in an exceptional precedent, the student intake quotas for all dentistry and pharmacy faculties in private universities in Egypt were reduced in the 2019/2020 academic year by virtue of the Council’s Decree issued on 25 July 2019 – Session No. 75, in order to reduce the gap between the number of graduated dentists and pharmacists in Egypt and the professional market needs of dentists and pharmacists. Such decrease is also aimed at accommodating and reaching the international average graduates of said two faculties, which is relatively exceeded by Egyptian universities pursuant to recent governmental studies and statistics. To that effect, NUB reduced the student intake quotas at NUB’s dentistry and pharmacy faculties by 20% and 25%, respectively, as instructed by the MoHE. NUB applied such reduction to admissions for the 2019/2020 academic year and the current 2020/2021 academic year and will continue on such decreased student intake quotas until further notice from the MoHE. NUB applied for an increase in its student intake quota for its medicine faculty which was approved, and as a result NUB increased its medicine faculty’s student intake quota for the 2020/2021 academic year by 60% over the 2019/2020 academic year, from 272 students to 408 students. Further, it is noteworthy that NUB obtained an approval on 17 November 2020 to increase the student intake quotas for its computer science faculty from 150 to 200 student per annum.

NUB’s Council Pursuant to NUB’s internal regulations, NUB’s Council shall be constituted in accordance with the Private Universities Law and shall include a consultant to be appointed by the MoHE. The Council must have a president and include amongst its members the membership of the NUB’s vice-President and the deans of NUB’s faculties. The Council may also include up to five public figures demonstrating relevant expertise in educational sector. As of the date of this Offering Circular, NUB’s Council comprises twelve members. Below is the current composition of NUB’s Council:

Name Job Title Council Title

Dr. Mohamed Hossam El Din El Malahy .... President President Dr. Mohamed Salah El Din Ahmed Ayoub.. Vice-President of Postgraduate Studies and Member Society’s Affairs Dr. Mohamed Aly Saleh...... Vice-President of Strategic Planning and Member International Cooperation and Dean of Computer Science Faculty Dr. Magdy Gamal Abdelkader ...... Vice-President of Students and Educational Member Affairs Dr. Adel Abd El Ghaffar Farag Khalil ...... Dean of the Media Faculty Member Dr. Hamdy Mohamed Abd El Rahman ...... Dean of Pharmacy Faculty Member Dr. Ahmed Youssef Mohamed Gamal ...... Dean of Dentistry Faculty Member Dr. Salem Mahmoud El Hanafy Salem El Dean of Engineering Faculty Member Khodary ...... Dr. Tarek Ahmed Hassan Saeed ...... Dean of Medicine Faculty Member Dr. Alaa El Din Abd El Hakim Abd El Dean of Physiotherapy Faculty Member Hamid Balbaa ...... Dr. Ahmed El Khadrawy...... Acting Dean of Business Faculty Member Mr. Ahmed Mohamed Fetouh...... Secretary General Council Secretary

Faculty’s Council Pursuant to NUB’s internal regulations, each faculty should have its own council headed by the dean of the relevant faculty which shall be made up of the deputies and the oldest five professors and assistant professors and a representative for the associates. Further, upon a recommendation from the faculty’s

98 council, NUB’s Council may appoint up to four public figures demonstrating relevant expertise in educational sector after the approval of the Board of Trustees.

Secretary General Pursuant to the Private Universities Law, the Board of Trustees shall appoint a secretary general for the university. By virtue of a letter issued by NUB dated 22 August 2020, the current secretary general of NUB is Mr. Ahmed Mohamed Fetouh and the assistant secretary general is Mr. Samir Shehata Ismail.

Internal Regulations The internal regulations of NUB were amended by virtue of the Board minutes dated 25 February 2018. The internal regulations of NUB provide that NUB operates centers and units to support the educational process including, among other things, a dental hospital, an information library, an international English teaching center (Aptech), an electronic education unit, a step center for developing students’ skills, Nahda Radio, Nahda Television. Further, the regulations also provide that NUB also operates center for NUB’s research, Egyptian future studies and a center for publication and distribution.

Badya JV The Group has entered into a joint venture with Palm Hills, Badya JV, in order to develop Badya University, which will comprise a multi-faculty private university and a foreign branch of a leading international university on a new campus in Palm Hills’s project in Badya, 6th of October City, West Cairo. Subject to regulatory approvals and licensing, Management expects to launch Badya University in the 2022/ 2023 academic year. Pursuant to the terms of the joint venture agreement with Palm Hills, the Group holds a 60% interest and Palm Hills holds a 40% ownership interest in Badya JV. Palm Hills was established in 1997 and is a leading real estate company that develops integrated residential and commercial real estate, primarily in Egypt. Palm Hills has been listed on the EGX since 2006. As of 17 February 2021, Palm Hills’s market capitalization was approximately EGP 5.5 billion and the company had a sales backlog of EGP 15 billion. Palm Hills commands one of the largest banks in the Egyptian market standing at 42 million square meters and has a sizeable project portfolio comprising 29 projects (124,683 total homes expected) with only 13 of those projects having completed.

Badya University Badya University will be located on a 133 thousand square meter plot of land located in West Cairo. Badya, also known as the creative city, is located on the south-western edge of 6th of October City, which means that it is easily accessible from Central Cairo and Sphinx International Airport and within close proximity to attractions like the Giza Pyramids and the Grand Egyptian Museum. The area is bound by a regional road network currently under construction which, when complete, will connect West Cairo and East Cairo. The Badya area is also expected to benefit from the upcoming fourth line of the Egyptian Metro Network and high-speed monorail. Given this strategic location, Management intends for Badya University to cater to Cairo’s population of 22.3 million people. The area also provides access to a wide network of contractors and builders, which Management believes will also it to fast-track the construction of the new higher-education complex that will host Badya University. Management believes it will be able to leverage the Group’s strong track record in university management, experienced management team, access to a solid network of academic staff, longstanding relationships with the relevant higher education regulatory bodies and solid relationships with multiple international universities including MUVI to develop Badya University into a strong institution of higher education with quality academic offerings creating long-term value by fast-tracking the licensing process while circumventing significant barriers to entry such as the required experience in operating a higher-education institution, familiarity with the licensing process, capital expenditures required to develop and launch a university and related land requirements.

99 The following table sets out certain expected information with respect to Badya University (subject to regulatory approvals).

Private University Foreign Branch of an International University

Computer Creative Medicine Physio Pharmacy Dentistry Engineering Science Business Industries

Expected launch year...... 22/23 22/23 23/24 23/24 22/23 22/23 23/24 23/24 Length of program...... 5 5 5 5 4 4 4 4 Faculty capacity ...... 2,000 2,000 1,500 1,260 600 600 600 600 Student intake quota ...... 400 400 252 300 150 150 150 150

The new private university is expected to offer four faculties, including medicine, physiotherapy, pharmacy and dentistry and is expecting to launch these faculties over the course of the 2022/2023 academic year (medicine and physiotherapy) and the 2023/2024 academic year (pharmacy and dentistry). Each of these is expected to be a five-year program and the Group is hoping to build on its experience through NUB and its relationship with MUVI to excel on these high-margin faculties. Management plans to partner with a leading international university to differentiate Badya University’s foreign branch’s degree from the other universities in the area given that there are already strong local offerings in the area. The foreign branch is expected to be one of the first of its kind in West Cairo and outside of the New Administrative Capital. Management expects the partnership to have multiple benefits including a higher tuition justified by the fact that Badya University’s foreign branch is expected to offer an internationally accredited degrees and is expected not to have a student intake quota and to have a shorter licensing time and higher demand. As of the date of this Offering Circular, the Group is in the process of identifying a top-ranked, international university with which to partner in relation to the foreign branch. Management plans for the Badya University campus (private university and foreign branch ) to comprise a 68 thousand square meter built up area with 431 staff members and expects to launch the campus in the 2022/2023 academic year.

Badya SHA Pursuant to the provisions of a shareholders’ agreement between the shareholders of the Badya JV, originally entered into on 28 September 2020 and amended on 18 February 2021, Palm Hills for Education S.A.E. has been granted a put option under which it may, for a period of five years commencing from the date of any Company exit event, sell its shares in the Badya JV to the Company. Under the agreement, a Company exit event includes (i) the commencement by the Company of listing and IPO procedures; or (ii) the transfer (whether through a single transaction or a series of transactions) of more than 50% of the total issued share capital of the Company or substantially all of the assets of the Company to a third-party purchaser.

100 Employees As at 30 November 2020, the Group had 1,047 employees, all of whom were employed in Egypt. The following table presents a breakdown of the Group’s employees by key department as at 30 November 2020 and 31 August 2020, 2019 and 2018. As at 30 November As at 31 August

2020 2020 2019 2018

Company Executives ...... 2 2 2 2 Finance, Reporting & Analysis ...... 4 4 4 3 Admin Support...... 4 5 5 4 Human Resources ...... 1 1 1 2 Business Development...... 1 1 1 1 Legal...... 1 1 1 1 Supply Chain...... 1 1 1 0 IT...... 1 1 0 0 HSE ...... 1 1 0 0 Company Total ...... 16 17 15 13

NUB Academic Management...... 5 5 5 8 Media Faculty ...... 15 14 15 14 Business Administration Faculty ...... 23 20 22 24 Pharmacy Faculty...... 114 113 119 121 Medicine Faculty ...... 26 17 3 2 Engineering Faculty ...... 84 86 77 70 Dentistry Faculty...... 179 177 169 137 Physiotherapy Faculty...... 19 1 0 0 Computer Science Faculty...... 39 37 32 31 English Studies Unit ...... 15 16 12 12 TV & Radio ...... 14 14 15 16 Finance ...... 11 11 10 9 IT...... 38 31 32 29 Security ...... 35 37 37 40 Admin Support...... 57 55 54 49 Student Affairs ...... 16 14 15 12 Housing ...... 34 42 48 50 Facility Management...... 22 21 21 19 Labs Management...... 52 45 46 40 Transportation ...... 27 26 28 27 Students Activities ...... 9 9 10 11 Libraries ...... 7 6 6 5 Warehouse ...... 13 12 11 11 Procurement ...... 3 3 3 3 Human Resources ...... 2 2 3 2 Alumni Affairs ...... 3 3 3 2 Other Admin Staff ...... 169 170 178 174 NUB Total ...... 1,031 987 974 918

Group Total ...... 1,047 1,004 989 931

As of 30 November 2020, the Group had 911 socially insured employees and 8 employees in the process of registering for social insurance. The uninsured 128 employees are broken down as 99 full-time seconded staff, 24 part-time seconded staff, and 5 employees over the age of 60 who were previously employed by other entities. Seconded staff are employees seconded from the Egyptian Government. As a usual practice for academic staff working for public universities, seconded staff work for private universities on a full time basis, however, they remain socially insured by their public universities and renew their secondment leaves and private contracts annually.

101 Employee Share Ownership Plan While no employee share ownership plan is currently in place, the Company has taken the initial steps to be able to adopt and operate an employee share ownership plan (ESOP), including the approval of the implementation of such a plan at a general assembly meeting of the Company.

Suppliers The Group’s suppliers primarily comprise construction companies and information technology equipment and service providers. For each of the years ended 31 August 2020, 2019 and 2018, purchases from the Group’s five largest suppliers amounted to EGP 8.6 million, EGP 1.6 million and EGP 9.2 million, respectively. The Group has implemented a strict suppliers’ selection and procurement policy that entails screening the market for the best available alternatives and selecting the lowest and most economical price for the required level of product or service quality. For example, the Group uses a cost-plus and price analysis (breakdown) approach in its suppliers and contractors’ tendering process, which covers a majority of the construction, service, and outsourcing contracts the Group enters into. The practice results in a low level of dependency on specific suppliers and the relatively low value of purchases from the five largest suppliers during the last three years.

Intellectual Property The Group does not have any registered trademarks, trade names, patents, copyrights or designs. In 2017, the Company filed a request to the Internal Trade Development Authority for the registration of the trademark “Taaleem”. The registration request was rejected on the grounds that the term “Taaleem”, which means “Education” in Arabic, is devoid of sufficient distinctive characteristics and on the basis that a trademark cannot be granted for a mark representing the name of an entire sector and the IDTA therefore concluded that the trademark “Taaleem” is not registerable under the provisions of the Egyptian Intellectual Property Law No. 82 of 2002.

Information Technology The Group employs the Comsys ERP system, which covers the finance and supply chain aspects of its business. The system boosts the Group’s productivity and ability to effectively manage its operations by automating and standardizing its business and back office functions, ultimately improving the Management’s decision-making capabilities, enhancing organizational flexibility and minimizing paperwork and manual interference.

Insurance Management believes that the Group maintains adequate insurance cover for its business in line with industry practice. The Group currently maintains property insurance policy which covers NUB’s buildings and their contents, in the event of, among other things, theft, fire, natural disasters and explosion. Notwithstanding this coverage, the policy does not include the land value. The Group is also insured against civil liability in the event of claims in respect of death, bodily injury or material damage to the users of the Group’s elevators. The Group also maintains vehicles insurance policies cover cars, busses and ambulance. The Company also maintains and provides private medical insurance for its employees and public medical insurance for NUB employees. NUB employees are also entitled to an in-house refund system covering medical disbursements for emergency cases and specialized procedures and operations not covered or hard to perform in public hospitals.

Health and Safety The Group actively pursues high standards of health, environmental and safety for all of its employees and stakeholders. In February 2020, the Group hired a Health, Safety, Environment and Security, or HSE&S, manager to oversee health, safety, environmental and social matters, and an infection prevention and control, or IPC, specialist to supervise infection prevention and control. Further, the Group has recently introduced multiple initiatives including the installation of NUB’s external firefighting network, and the initiation of a robust system for the management of contractors. The Group drafted the governing framework for its HSE&S management system and are working to improve HSE&S performance and build a positive safety culture focusing on critical elements including control of contractors, legal compliance, traffic management, IPC, fire protection and the integration of such policies with the Group’s existing human resources policies. In addition, the Group is working on

102 developing new first aid and lifesaving guidelines to be followed by employees, students, visitors, and contractors at all times. During 2020, the Company hired an external environmental consultant, Environics SAE, to ensure environmental compliance and carefully manage potential environmental risks. As a first step, in October 2020 Environics completed an environmental audit and prepared a strategic road map for the Group to follow to achieve compliance with the relevant requirements, including the development of an environmental register. For the control of hazardous materials on campus, NUB maintains a chemical inventory list and material safety data sheets. In the same context, a new label was recently designed as per the United Nations’ “globally harmonized system of classification”, to be used in NUB’s labs and storage facilities. Additionally, the Group works to continuously enhance the level of awareness of chemical safety among its employees and students. The Group has introduced training sessions for employees and students on workplace health and safety delivered by the university’s professional development academy.

Legal Proceedings There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware) during the 12 months preceding the date of this Offering Circular which may have, or have had in the recent past, a material adverse effect on the Group’s business, financial condition or results of operations. From time to time the Group has been, and will continue to be, subject to legal, regulatory and tax proceedings, including labor, construction, civil and administrative proceedings involving NUB. For example, in 2009, the governor of Beni Suef issued a number of decisions calling for the demolition of certain buildings on NUB’s campuses as a result of certain alleged construction violations. NUB has formally challenged the demolition decisions and has paid 25% of the total fees required for reconciliation of the construction violations. The initial estimated total reconciliation fees determined by the government for all buildings is EGP 2.0 million and NUB intends to pay the remaining EGP 1.5 million upon the issuance of the reconciliation decision. As of the date of this Offering Circular, the reconciliation process remains under review and the demolition decisions have been suspended until the adjudication of the reconciliation by the relevant authorities. If such authorities do not accept the reconciliation, they may require the relevant building(s) to be demolished at NUB's expense. Furthermore, an individual has filed a lawsuit against the Governor of Beni Suef claiming that NUB has committed construction violations relating to development encroaching on a street that leads to a local graveyard. Although NUB is not party to the lawsuit, NUB has formally challenged the lawsuit before the competent court.

103 MANAGEMENT AND CORPORATE GOVERNANCE

Management and Corporate Governance of the Company The Company’s corporate governing bodies are the General Meeting of Shareholders and the Board. Each has its own responsibilities in accordance with Egyptian law and the Articles. The Board is responsible for the Company’s management, and is elected by the Shareholders in a General Meeting of Shareholders.

General Meeting of Shareholders The General Meeting of Shareholders is the Company’s supreme governing body and is authorized under Egyptian law and the Articles to pass resolutions on, among other things, the following issues: * the election and dismissal of members of the Board; * the election and dismissal of the auditor(s); * any amendment to the constitutional documents; * any increase or reduction of the Company’s share capital; * approval of merger, consolidation, recapitalization or other reorganization; * approval of the Company’s annual financial statements; * approval of the reports prepared by the Board; * the setting of remuneration of the Board, other than the remuneration of the managing directors which can be determined pursuant to a Board resolution; * participation in litigation against the Board, including appointment of the Company’s representative for such litigation; * approval or rejection of the profit (dividend) distribution proposal prepared by the Board; * approval of any issuance of securities convertible into or exchangeable for share capital in the Company; * determination of a date for payment of contribution by the shareholders and requesting its payment; and * other issues provided by law and the Company’s constitutional documents.

The Board of Directors The Board is responsible for the Group’s management (with the exception of functions reserved for the General Meeting of Shareholders). The members of the Board are appointed by the General Meeting of Shareholders for renewable terms of three years, and are also dismissed by a General Meeting. The appointment and the number of members of the Board is determined by a General Meeting from time to time and shall not be less than three and not more than 11 members (in accordance with the Articles of the Company). The scope of authority of each member of the Board is defined by the Board. As of the date of this Offering Circular, the Board consists of 11 members comprising: (a) one executive Director, being the Group’s Managing Director; and (b) ten non-executive Directors, including the Chairman, the Vice Chairman, two independent Directors and one female Director (as required by the EGX Listing Rules).

104 As of the date of this Offering Circular, the Board is comprised of the following members, each of whom has been appointed for a three-year term and is entitled to a remuneration of EGP 100,000 per board meeting.

Initial Year of Name Position Appointment

Hesham Gohar...... Non-Executive Chairman 2019 Ahmed Badreldin ...... Non-Executive Vice-Chairman 2015 Mohamd El Rashidi ...... Executive Managing Director 2015 Mahmoud Attalla ...... Non-Executive Director 2019 Hazem Badran...... Non-Executive Director 2019 Tarek Tantawy...... Non-Executive Director 2019 Youssef Haidar ...... Non-Executive Director 2019 Omar El Imam ...... Non-Executive Director 2021 Samia El-Baroudi ...... Non-Executive Director 2021 Nabil Kamhawi ...... Non-Executive Independent Director 2021 Eskandar Tooma...... Non-Executive Independent Director 2021

Biographical information for each of the members of the Board is presented below: Hesham Gohar, 43 years old, is Chairman of the Board and a non-executive Director. Mr. Gohar currently serves as CEO of the Investment Bank at CI Capital and member of its Executive Committee. He has more than 20 years of experience in investment banking and private equity across the MENA region. Prior to his current role, Mr. Gohar held the position of Managing Director & Head of Investment Banking at CI Capital, where he led the transformation of the firm’s investment banking franchise into a top ranked advisor in Egypt, having successfully completed more than 45 advisory transactions with an aggregate value of approximately USD 12.5 billion. Mr. Gohar was previously with Beltone Financial, and prior to that, was Head of Principal Investments at Shuaa Capital based in Dubai, where he managed the firm's USD 400 million proprietary investment portfolio. Earlier, he was Director of Principal Investments at Dubai Group, the global investment arm of Dubai Holding. Mr. Gohar was also a banker at regional investment bank Swicorp, where he advised on M&A and debt and equity financings based in Cairo and later in Jeddah, Saudi Arabia. He has served on numerous boards and committees, including the investment committee of the Education Endowment Fund of Dubai. Mr. Gohar is a graduate of the American University in Cairo with a BA in Economics and completed Executive Education at Harvard Business School. Ahmed Badreldin, 49 years old, is Vice-Chairman of the Board and a non-executive Director. Ahmed Badreldin has over 20 years of experience in private equity and investment banking. He is currently the managing partner of RMBV, a Netherlands domiciled private equity fund manager, with a focus on portfolio management and accelerating exits for a portfolio of private equity investments in North Africa. He is also the non-executive chairman of Cleopatra Hospital Group, Egypt’s largest integrated hospital group with over 980 beds and a market capitalization in excess of EGP 7 billion. Until September 2018, he was a Partner and Head of the MENA Region for private equity at The Abraaj Group in Dubai, having joined in late 2008. Since joining Abraaj, he has focused on investing in, growing and exiting portfolio companies including some of the largest regional businesses. Before joining Abraaj, Ahmed was a senior member of the Sponsor Coverage and Leveraged Finance team at Barclays Capital, the investment banking division of Barclays PLC, in London, where he completed a number of financing and equity co-investment transactions with leading global private equity firms. Ahmed began his career with Baker Hughes, providing engineering services to the upstream oil & gas sector in a number of countries in the Middle East, Africa and Asia. He holds a B.Sc. in Industrial Management and Business Administration from the American University in Cairo and an MBA from the Cranfield School of Management in the UK. Mohamed El Rashidi, 57 years old, is the Managing Director of the Group and an executive Director. Mr. Mohamed El Rashidi was the former chairman of Gozour Holdings, a regional multi-category integrated agrifoods platform covering agriculture, dairy, and dry consumer foods. Previously Mr. Rashidi led the Joint Venture of El Rashidi El Mizan with Best Foods International (Knorr, Mazola, Skippies) and later executed the first management buyout jointly with Actis CDC acquiring the business from Unilever. Mr. El Rashidi has held active roles in various professional associations and organizations. Mr. Rashidi was a member of the board and executive committee of the Food Chamber / Federation of Egyptian Industry, a founding

105 member of the Egyptian Junior Business Association and a board member in Industrial Modernization Council (IMC). Mr. El Rashidi holds an engineering degree from Cairo University. Mahmoud Attalla, 65 years old, is a non-executive Director. Mr. Attalla is Chairman of the board of directors of CICH. Since joining the board of CI Capital in mid-2011, Mr. Attalla’s leadership efforts have been instrumental in transforming the bank into a full-fledged financial services institution, serving the expansion of both its investment banking and non-banking financial services platforms. From 2004 to June 2007, prior to joining the CI Capital, Mr. Attalla was Vice Chairman of the General Authority for Investment and Free Zones, during which he spearheaded a comprehensive investment promotion program for Egypt seeking foreign direct investment and GDP growth. Prior to his position at GAFI, Mr. Attalla was Managing Director at HSBC Securities Egypt, where he oversaw the investment banking arm of the bank and led the launch the first international securities brokerage house in Egypt, which he helped to later become the third ranked firm in the industry. Mr. Attalla started his career at Arab African International Bank (AAIB), where he spent 20 years across various roles including Deputy General Manager and Group Treasurer and established the first international dealing room at AAIB. Mr. Attalla was previously a member of the board of the EGX, an honorary Chairman of Inter-Arab CAMBIST Association and the Cairo FOREX Association. Mr. Attalla holds a bachelor degree in Commerce from Cairo University. Hazem Badran, 43 years old, is a non-executive Director. Mr. Badran is currently Co-CEO of CI Capital and has more than 20 years of experience in corporate finance and investment banking in the MENA region. Prior to joining CI Capital, Mr. Badran had a nine-year career at EFG Hermes, where he played a notable role as a senior executive in growing the EFG Hermes franchise into the largest investment bank in the MENA region. Mr. Badran held numerous key positions at EFG Hermes, including CEO of EFG Hermes for the Levant, and Managing Director for Investment Banking. Mr. Badran holds a Bachelor’s degree in Business Administration from the Arab Academy for Science and Technology and has successfully attended the Investment Appraisal, Project Finance and Risk Analysis Program at the Harvard Institute for International Development. Mr. Badran is also a member of the board of directors of Corplease Emirates UAE and Maridive S.A.E. He also chairs the Investment Committee at the American Chamber of Commerce in Egypt. Tarek Tantawy, 44 years old, is a non-executive Director. Mr. Tantawy is the Co-CEO and Managing Director of CI Capital, and brings more than 20 years of financial and leadership experience to the Group. Prior to joining CI Capital, Mr. Tantawy held several senior roles at leading Egyptian companies including Chief Executive Officer and Managing Director of Telecom Egypt, Vice President and Chief Financial Officer of Telecom Egypt, Chief Financial Officer of IDJ-Beyti (a Almarai and Pepsico joint venture), Vice President in the investment banking division of Sigma Capital and Senior Consultant in the corporate finance division of FinRate Consulting. Mr. Tantawy is a member of the Company’s Board of Directors, as well as the board of directors of Corplease and Reefy. Mr. Tantawy has served on several boards for publically listed and private companies including Telecom Egypt, Vodafone Egypt, IDJ-Beyti, TE Data and Technology Development Fund. He Holds a BSc. in construction engineering from the American university in Cairo, an MBA from Heriot-Watt University-Edinburgh Business School in the United Kingdom and he is also a CFA charter holder. Tarek has also attended executive education programs in Kellogg Graduate School of Management in the United States and IESA Business School in Spain. Youssef Haidar, 42 years old, is a non-executive Director. Mr. Haidar has over 20 years of experience in private equity, principal investing and advisory services in the MENA region and Europe with a primary focus on the healthcare sector. Mr. Haidar has invested in the regional growth of eight leading international clinical partners and has acted as a founding investor in eight regional healthcare platforms over the course of his career (a few of which have already achieved successful exits). Mr. Haidar has also been the a founder and a co-founder of two investment companies. Prior to founding StonePine Capital Partners in 2016 where he raised and currently manages two private equity funds (2017 and 2018 vintages), he was the major driver behind TVM Capital Healthcare’s success in the Middle East, where he raised and managed two funds, MENA I (2010 vintage) and MENA II (2015 vintage) Mr. Haidar has held multiple board positions in portfolio companies he invested in including: StonePine Capital Partners, Nahda University (NUB), Al Gihaz Healthcare, Alliance Takhasoosi, ProVita International Medical Center, Cambridge Medical and Rehabilitation, Manzil Healthcare Services, Bourn Hall International, Ameco Medical Industries, and MyBox (previously Laundry Box). Mr. Haidar holds a BA in Banking and Finance from the Lebanese American University and an MA in Finance and Accounting from Kingston University in London. Mr. Haidar has also completed the private equity and venture capital executive education program at Harvard Business School.

106 Omar El Imam, 35 years old, is a non-executive Director. Mr. El Imam is currently a principal at RMBV, where he acts as a private equity investment professional and plays a pivotal role in value creation initiatives in the higher education industry. From December 2014 until July 2019, Mr. El Imam was with the Abraaj Group where he served in various roles and was responsible for identifying acquisition targets in the higher education industry and engaging with promoters of executable growth opportunities. Mr. El Imam began his professional career with QALAA Holdings, a leading African investor in energy and infrastructure. Mr. El Imam holds a Bachelor of Business Administration from the American University in Cairo and a Master’s in business administration from the Wharton School at the University of Pennsylvania. Samia El-Baroudi, 33 years old, is a non-executive Director. Ms. El-Baroudi is currently an investment professional at RMBV, where she is a member of the investment committee and is responsible for deal sourcing, evaluating opportunities, leading due diligence, transaction structuring for opportunities in the healthcare, services, IT, manufacturing and FMCG sectors in Egypt and North Africa. Ms. El-Baroudi also serves as a board member for Cleopatra Hospital Company. From May 2011 until June 2019, Ms. El- Baroudi was with the Abraaj Group where she held various positions, including most recently associate director. Prior to joining Abraaj, Ms. El-Baroudi worked as a consultant with Booz & Company focusing on projects out of the MENA region. Ms. El-Baroudi holds an M.S. in Management Science and Engineering and a B.A. in economics from Stanford University in the United States. Nabil Kamhawi, 76 years old, is an independent Director. Mr. Kamhawi has over forty years of consulting, audit and advisory experience specializing in restructuring, reorganizations and privatizations in Europe and the Middle East across a wide range of industries including the utilities, food processing, banking, insurance, engineering and construction, oil and gas and hospitality industries. Since 2006, upon reaching the retirement age with Ernst & Young, Mr. Kamhawi has been providing economic and financial advisory services. Currently, Mr. Kamhawi is also serving as the non-executive chairman of Delta Brokerage Company, non-executive deputy chairman of Sakan Finance Company and as a non-executive director and chairman of the audit committee of Cleopatra Hospital Group. Before retiring, Mr. Kamhawi was a member of Ernst & Young (Middle East)’s senior leadership team, and was in charge of implementing the firm’s business strategy for all service lines offered in Egypt involving global corporate finance requirements of businesses. Mr. Kamhawi served as the Managing Partner of Ernst & Young in Egypt, for a period following integration of Arthur Andersen with Ernst & Young on 1 July 2002 and served as the Managing Partner of Arthur Andersen in Egypt until integration. He holds a Bachelor of Commerce (Accounting) from Ain Shams University, Egypt (1967) and is a fellow member of the Institute of Chartered Accountants in England and Wales and a member of the Arab Society of Certified Accountants SCA). Eskandar Tooma, 43 years old, is an independent Director. Mr. Tooma is a tenured professor of finance with the School of Business at The American University in Cairo. He has also held a visiting professorship position with Imperial College’s Business School in London, England. Mr. Tooma served as executive board member and the Group Chief Financial Officer of Swiss listed Orascom Development Holding, AG (ODH) from 2013-2016. Mr. Tooma played a pivotal role in raising and structuring more than $500 million and restructuring ODH’s organization, resulting in the successful turnaround from a previous three-year loss making period to a stable profit making regional real estate and hospitality leader. Mr. Tooma served as a senior advisor to the Egyptian Capital Market Authority (from 2005-2007), as well as a member of a variety of committees including the EGX30 Index Committee (in 2006), Market Advancement Committee at the EGX (in 2006), and a member of the Derivatives and Commodities Exchange Committee with the Ministry of Investments (in 2007) and a consultant to the Ministry of International Cooperation in order to document Egypt’s Debt Swap Experience (in 2004). Privately, he has advised leading financial institutions including but not limited to: Citadel Capital Private Equity, Beltone Financial Holding and the Arab African International Bank. Mr.Tooma has served as a non-executive board member for several EGX listed and actively traded companies including Telecom Egypt (from 2015-2017), Egyptian Resorts Company (from 2009-2019), Madinet Nasr for Housing and Development “MNHD” (from 2013-present), Orascom Hotels and Development “OHD” (from 2013-2016), Vodafone Egypt “VFE” (from 2015-2019) and the oversight board of the HSBC Egypt’s money market fund (from 2015-present). Mr. Tooma obtained his BA in business from The American University in Cairo and Adelphi University. Mr. Tooma also holds two MS degrees, the first in finance and the second in international economics from Adelphi and Brandeis Universities respectively, respectively. Finally, he holds a PhD in finance from Brandeis University.

107 Executive Officers The Company’s executive officers as of the date of this Offering Circular are set out in the following table.

Joined the Name Position Company

Mohamed El Rashidi ...... Managing Director 2015 Khaled Khater ...... Chief Financial Officer 2016

Certain biographical information relating to the executive officers of the Company who do not serve on the Board is set forth below. Khaled Khater, 41 years old, has been the Chief Financial Officer of the Company since 2016. Mr. Khater has over 18 years of financial and management experience gained through various capacities in pharmaceuticals and healthcare, telecommunications, and education sectors. Mr. Khater was previously the Deputy CFO of Mobiserve Holding, and has held multiple accounting and financial positions within the pharmaceutical sector. Mr. Khater left the sector as the Financial Controller of Canal Pharmaceuticals. In addition to his corporate positions, and before joining the Group, Mr. Khater had seven years of teaching experience with multiple institutions including the American Chamber of Commerce in Egypt and the League of Arab States, serving as post-graduate and practical Learning Advisor. He holds an accounting degree from Suez Canal University and a master’s degree with concentration in investment and finance from the Arab Academy for Science and Technology. He is also a Certified Management Accountant (CMA) and a holder of the Chartered Financial Analyst (CFA) charter.

Corporate Governance The corporate affairs of the Company are governed by the Egyptian Companies Law, the Egyptian CML, the EGX Listing Rules, and other laws governing companies incorporated in Egypt and its Articles. A general attribute of joint stock companies in Egypt is the separation of ownership and control. Although shareholders own the Company nominally, management is vested, by law in the hands of its Board. Following the Listing, the Company will be subject to Egyptian disclosure requirements and will be required to, among other things, submit to the regulator annual and quarterly financial statements prepared in accordance with EAS; provide notices of any material developments to the FRA and to the EGX; provide the regulator with minutes of the Board Meetings and the Company’s Ordinary and Extraordinary General Assembly Meetings and summary of material Board meeting resolutions; publish the Company’s consolidated annual financial statements and the auditor’s report in two widely circulated local daily newspapers and publish the Company’s consolidated quarterly financial statements on the EGX’s website for at least three days unless the Company is distributing periodic dividends, in which event the quarterly financial statements shall be published in two widely circulated local daily newspapers. Further, the Company will be required to publish on both the EGX trading screens and the Company’s website a full summary of its board of directors’ report, the Company’s annual financial statements (both the independent and consolidated financial statements of the Company along with any complementary explanations and the FRA’s observations, if any) and the auditor’s report at least 21 days before the date of its annual Ordinary General Assembly Meeting. Each such publication shall remain in place until a similar publication is made for the following year.

Audit Committee The audit committee is headed by Nabil Kamhawi and includes two additional members, Tarek Tantawy and Eskandar Tooma. The primary functions of the audit committee are to assist the Board in fulfilling its oversight responsibilities in connection with the following, among other things: * inspection and review of the procedures regarding the internal inspection of the Group and its compliance; * the study of the followed and alternative audit policies that are a result of the new audit standards; * inspection and review of the tools and mechanism of the internal audit, its procedures, plans, results and the study of the internal audit report and the following up of its implementation; * inspection of the methods that are used in the preparation of the audit as follows:

108 ○ periodic and annual financial statements; ○ offering prospectus and public and private offering of securities; ○ estimated balance sheets which include cash flows and estimated income; * inspection of the preliminary draft of the financial statements before presenting it to the board as a preface before submitting it to the auditor; * proposal of appointing the auditor and determining their fees and to view the related matters in regards to their resignation or removal which does not infringe the law; * stating of opinion in regards to the permission of appointment of the auditor to carryout services on behalf of the Group other than the revision of the financial statements and in regards to the estimated costs which does not infringe upon their independence; * study of the auditor’s report pertaining the financial statements and discussing its substance in what was noted from comments, notes and reservations and follow up the actions undertaken in such regards and working on resolving such issues from the perspective of Management and the Company’s auditor; and * ensure that a report is submitted to the board by non-conflicted competent experts concerning all related party transactions including their nature and the extent of which such transactions harm the Company or the interests of the Company’s shareholders. The audit committee shall submit a report at least quarterly to the Board of Directors with its recommendations. The audit committee shall meet as many times as may be deemed necessary provided that it meets at least four times per year. The Board of Directors is required to respond to the Audit Committee’s recommendations within fifteen days of receiving notice of such recommendations. If the Board of Directors does not follow the recommendations within sixty days of receiving notice of such recommendations, the chairman of the Audit Committee must notify both FRA and EGX.

Remuneration Committee The remuneration committee is headed by Mahmoud Attalla and includes two additional members, Hazem Badran and Ahmed Badreldin. The primary functions of the remuneration committee are to assist the Board in fulfilling its oversight responsibilities in connection with: * The corporate governance of the Group; * Determining the size, composition and structure of the board and its committees; * Nomination of directors; * The orientation and continuing education of directors; * Related party transactions and other matters involving conflict of interest; * Compensations for the Group’s senior management up to managing directors’ level, as well as the total compensation for officers and employees; and * Human resources policies and procedures. The remuneration committee meets on an as-needed basis.

109 Management and Corporate Governance of NUB NUB Board of Trustees NUB is governed by a Board of Trustees (the Board of Trustees) which is comprised of 14 members. The following table sets out certain information regarding the members of the Board of Trustees as of the date of this Offering Circular.

Appointed to Name Position the BOT

Eng. Mohamed Mokhtar Mohamed Hussein Al Rashidi ...... Chairman of the Board of Trustees 2015 Dr. Mohamed Hossam El Din El Mallahy.. President of NUB 2018 Eng. Ahmed Adel Aly Badr El Din...... Member 2015 Eng. Ehab Ahmed Amr Tantawy ...... Member 2015 Mr. Omar Amin Hisham Ezz El Arab...... Member 2015 Dr. Seddik Mohamed Afifi ...... Founding Member 2015 Dr. Hossam Hassan Badrawi ...... Member 2015 Eng. Mohamed Zaki El Sewedy...... Member 2015 Mr. Mohamed Fahmy Attallah ...... Member 2015 Dr. Khaled Makin El Refaie...... Member 2015 Dr. Alaa El Din Mohamed El Azazi ...... Member 2015 Dr. Madeiha Khattab...... Member 2016 Dr. Amr Ezzat Salama ...... Member 2016 Dr. Ayman Seddik Mohamed Afifi...... Member 2015

Role of the Board of Trustees Pursuant to NUB’s internal regulations, the role of the Board of Trustees includes the following: * Appointment of NUB’s President upon the approval of the Minister of Higher Education. * Drawing-up and approving NUB’s general policy, strategies and plans for its development. * Appointment of members, who are not NUB staff members within NUB’s council. * Appointing the vice-presidents of NUB, the general secretary, deans, vice dean and members from outside NUB in NUB’s faculties councils and research units based on the proposal of NUB’s President. * Managing NUB’s funds. * Approving the strategic plan of NUB and authorizing NUB’s President to approve the strategic plans for the faculties and specialized university centers. * Adopting and approving NUB’s budget. * Laying down the rules for using the net surplus resulting from NUB’s activities, according to its annual budget, after consulting NUB’s President. * Approving the internal regulations for the management of NUB’s work related to financial affairs, administrative affairs, personnel affairs, education and students’ affairs in each faculty or research unit, and the regulations of libraries, laboratories and other university facilities, based on the proposal of NUB’s council. * Approving the study plan, its start and end dates, the semesters system and the credit hours for each degree, its curricula, holidays, and the suspension and return of study according to the circumstances after taking the opinion of NUB’s council. * Setting the rules for the provision of honorary degrees. * Accepting donations, bequests, grants, and grants that achieve the goals of NUB inside Egypt or abroad. * Considering the proposals presented by NUB’s council. The resolutions of the Board of Trustees are final and binding for NUB and its affiliated bodies.

110 Role of the President of NUB The President of NUB conducts the affairs of the university and manages its educational, administrative and financial affairs within the limits of the policy that the Board of Trustees draws in accordance with the provisions of the laws and decrees in force, preserving its internal system, representing it before the judiciary and in its relationship with third parties. NUB’s President has the following powers and roles: * Representing NUB before the judiciary and in its relationship with third parties. The oldest vice- president shall temporarily replace the President during his absence. * Nominating deans of faculties and heads of scientific departments in accordance with the rules governing such matters. * Nominating the secretary general of NUB and the main administrative leaderships of NUB. * Contracting with NUB academic staff and employees in accordance with the provisions of the Egyptian Labor Law. * Contracting with directors of specialized centers, academic staff members, assistant lecturers, teaching assistants, and research assistants in accordance with the provisions of Egyptian Labor Law. * Supervising the preparation of the educational and scientific plan and following up on its implementation. * Supervising NUB’s executive body. * Supervising the preparation of plans to complete the university’s need of faculty members, assistant lecturers, teaching assistants and other employees and raising their level, as well as facilities, equipment, libraries, and others. * Following up on the implementation of NUB’s council’s resolutions and other supervisory bodies specified by the law. * Following up the preparation of NUB’s estimated budget project and final accounts and submitting it to NUB’s council and then to the Board of Trustees for approval. * Performing any other tasks assigned to the President by the Board of Trustees. * NUB’s President must submit a report every three months to the chairman of the Board of Trustees, which includes his opinion on the progress of work and the extent of its presentation and activity in all educational and training fields, research, consultations, environmental services, social, technical and sports aspects. As part of the institutionalization process, the Group has also implemented new processes and procedures based on globally accepted best-practice governance standards in an effort to ensure proper governance.

111 PRINCIPAL AND SELLING SHAREHOLDER

The following table sets out the identity and percentage ownership of each of the registered owners of the Company prior to the Combined Offering and following the Combined Offering.

Shares Owned Immediately Shares Owned Immediately Prior to the Combined Following the Combined Offering Offering

%of %of Number of Outstanding Number of Outstanding Shares Shares Shares Shares

Selling Shareholder. 730,249,700 99.99 372,427,500 51.0 Other Shareholders(1)...... 300 * 300 * Investors in the Combined Offering..... Cornerstone Investor(2)(3)...... ——81,913,043 11.2% Other investors in the Combined Offering ——275,909,157 37.8%

Total...... 730,250,000 100% 730,250,000 100%

————— Notes: (1) Registered owners of the Company’s Shares in order to satisfy Egyptian statutory requirements of not less than three Shareholders. (2) See “Plan of Distribution—Cornerstone Investor” for more information about the Cornerstone Investor. (3) Reflects the Cornerstone Investor’s commitment to purchase USD $30 million of International Offer Shares at the Offer Price pursuant to the Share Purchase Commitment Letter which has been calculated at an exchange rate of EGP 15.7 per 1 U.S. dollar. * Represents less than 1% of the outstanding Shares. Sphinx Obelisk B.V., which is the Selling Shareholder, is incorporated in the Netherlands. The Selling Shareholder is 40% owned by Thebes Educational Holdings B.V. and 60% owned by EGY EDU Invest B.V., a CICH led consortium of investors. Thebes Educational Holdings B.V. is 100% owned by ANAF II Fund L.P., an R.M.B.V managed co- investment vehicle funded by a number of development finance institutions and institutional investors. R.M.B.V. is a manager of private equity funds focused on North Africa and controls and manages ANAF II Fund through Riyada Managers B.V. and ANAF II GP LLP. R.M.B.V. became independent as a fund manager from Abraaj Investment Management Limited in June 2019. CICH and its co-investors acquired 60% of the shares in the Selling Shareholder through EGY EDU Invest B.V. CICH controls EGY EDU Invest B.V. and indirectly owns a 16.4% stake in the Company through its investment. CI Capital Investment Banking, the Sole Global Coordinator and Joint Bookrunner of the International Offering, is also a subsidiary of CICH.

112 RELATED PARTY TRANSACTIONS

The Group from time to time enters into agreements with certain of its shareholders, directors and affiliated companies. Management believes each of the Group’s related party transactions has been entered into on an arm’s length basis in the ordinary course of business and in accordance with its normal business practices. These transactions principally relate to amounts due from related parties in connection with loans to related parties, including to the Company’s Managing Director, Mohamed El Rashidi, and to Media Monitor and Thebes Educational Management B.V., associates of the Group as well as amounts due to related parties in connection with loans from related parties, Dr. Seddik Afifi, the former President of NUB. Furthermore, a number of lease contracts have been entered into between the Company and its subsidiaries in relation to the subleasing of such subsidiaries’ headquarters which are considered related party transactions and were approved by the OGM convened on 14 February 2021. In accordance with the Companies Law and the EGX Listing Rules, all related party transactions need to be pre-approved by a resolution of the General Assembly of the shareholders of the Company, with any related party abstaining from voting on such resolution. For further information about the Group’s related party transactions, please see Note 9 to the Interim Financial Statements and Note 9 to the Annual Financial Statements.

113 REGULATORY OVERVIEW

Licenses and Regulatory Overview The main activities of the Group are in the private higher education sector. The Group specializes in establishing, managing and operating private universities.

Regulatory Framework of Private Universities General Overview Other than public universities, there are two types of universities under Egyptian law: private universities and national universities. As a general rule, all private universities are subject to the supervision of MoHE and the Private Universities Council. Pursuant to Article 1 of the Private Universities Law, a private university’s main purpose should not be to generate profit; however, private universities are not prohibited from making profit and distributing its operational surplus to its founders, as opposed to national universities which are completely prohibited from distributing any profits. Private universities are allowed to generate profits so long as this is not their main purpose. Private universities are governed by the following laws and regulations: * Private Universities Law; and * Private Universities Law ER.

Incorporation of Private Universities A private university is incorporated by virtue of an incorporation decree issued by the President of Egypt. The presidential decree is based on the relevant application submitted by the founders requesting the incorporation of a private university. The application submitted by the founders must include the following information: (i) the name of the founders and their details and the shareholders of the legal entity; (ii) the name of the private university and its location; (iii) the capital of the private university and the contribution of each of the founders; (iv) a draft of the internal regulations; and (v) a list of the faculties and relevant departments of the private university. Upon issuance of the presidential decree approving the private university’s incorporation, the private university enjoys an independent juristic personality as of the date of promulgating the incorporation decree. This entails that a private university is independent from its founders and is managed by a separate body which is the university’s board of trustees.

Management of Private Universities Private universities are managed by a board of trustees and the president of the private university. Board of Trustees. A private university is managed by a board of trustees. The board of trustees’ structure should be in accordance with the private university’s internal regulations. The board of trustees has broad authority in managing a private university, including the authority to: (i) appoint the president of the university (subject to MoHE’s approval); (ii) appoint a vice-president, secretary general and the university’s council; and (iii) set the internal regulations which determine, among other things, the mechanism of distributing the surplus net profits to the founders (including such surplus’ distribution threshold, if any). Composition of the Board of Trustees. The board of trustees should comprise of public figures, well esteemed professors and high regarded individuals in the educational community. The university’s founders may be members of the board of trustees as well. The university’s president should be a member of the board of trustees. Further, the board of trustees may not include any members who are already serving as a member of the board of trustees of a public university. It is noteworthy that the Private Universities Law and Private Universities Law ER are silent as to the appointment mechanism of the board of trustees, which is left to the university’s internal regulations, except for the first board which should be elected by the founders of the private university. President of the Private University. The regulations stipulate that the president of a private university must be Egyptian and shall represent the private university before courts and in any dealings with third parties. The term of appointment for a private university’s President is set at four years, renewable upon the MoHE’s approval. Termination of the appointment of the president of a private university prior to the lapse of its term requires the MoHE’s approval.

114 University’s Council. The board of trustees shall form a council, which supervises the academic performance of the university by: (i) setting the students’ admission criteria, number of students and tuition fees per each faculty and research unit; and (ii) setting the rules for granting scholarships to Egyptian students. The university’s council is chaired by the university’s president and comprises the university’s vice-president, the deans of each of the university’s faculties and should include up to five public figures demonstrating relevant expertise in the higher education sector, as nominated by the board of trustees. Further, the council must include a consultant to be appointed by MoHE.

Ownership of Private Universities According to Article 1 of the Private Universities Law, the majority (merely half will not suffice) of a private university’s founders or owners must be of Egyptian nationality. Pursuant to Article 4 of the Private Universities Law ER, the equity submitted by the founders should, at a minimum, be equal to a third of the funds invested in the university with a maximum of EGP 20 million. Article 4 also provides for the concept of investment in private universities.

The Founders of Private Universities A university’s application for incorporation is filed through its founders who contribute to its capital and are referenced under the presidential decree incorporating the private university. The founders are entitled to appoint the first board of trustees ( which may include founders amongst its members) and have the right to any surplus in profits within the thresholds set by the relevant private university’s internal regulations.

Transfer of the Private University’s Equity The Private Universities Law does not set a specific mechanism for the transfer of the founders’ quotas. The Private Universities Law ER however, provides in Article 13 that the following procedures are to be followed prior to making any changes to the data or documentation on which the presidential decree establishing the private university was based, including any changes to the university’s founders: * notify the MoHE with details of the change; * the Private Universities Council will examine the notification and issue its recommendation to the MoHE; * the MoHE will then issue a decision (of approval or rejection) within three months of the date of the notification; and * if approved, the MoHE will pass the request on to the President of Egypt for a final decision on the appropriate action to be taken. Pursuant to the Law No. 1 of 2019 on Innovators and Talents Care Fund, a fee amounting to a percentage of 5% of the annual budget of the university is imposed on any private university upon the issuance of a decree approving the amendment of the data of the owners of the university.

Financials of the Private Universities Profitability. The private university’s main purpose shall not be to gain profit. However, it is not prohibited from making profit as opposed to national universities which are completely banned from generating any profits. Tuition Fees. Neither the Private Universities Law nor Private Universities Law ER explicitly regulates the determination of a private university’s tuition fees. As such, beyond the recommendations that may be issued from time to time by the MoHE or the Private Universities Council with respect to any increase in a private university’s tuition fees, the process for the determination of the tuition fees is governed by the internal regulations of the private universities. Student Intake Quotas. Pursuant to the Private Universities Law and the Private Universities Law ER, the number of students a private university is able to admit with respect to each of its faculties in any given academic year is set and approved by the Private Universities Council. Teaching Staff. Pursuant to Article 20 of the Private Universities Law ER, the number of the teaching staff should be pro-rata to the number of students. Dividends/Profits Distribution. The founders or owners of private universities are entitled to dividends. However, neither the Private Universities Law nor the Private Universities Law ER sets a maximum percentage of dividends to which the founders or owners are entitled. According to the Private Universities

115 Law ER, a private university has an annual financial statements demonstrating its revenues and expenses, including the distribution of any net profits surplus resulting from its activity as determined by the internal regulations of the private university. Further, the Private Universities Law ER provides that, without prejudice to the rules governing the private university’s net profit distribution, the assets of the private university and its funds may not be disposed of except to serve the private university’s interests. Auditor. Each private university must appoint an auditor to audit its financial statements thereof. Private and National Universities Fund. Pursuant to the Private Universities Law, each private university shall pay a fee for the services rendered by the MoHE in accordance with the decisions of the Private Universities Council. Scholarships. The rules governing scholarships for the 2020/2021 academic year are set forth in the Private Universities Council Resolution No. 84 issued on 24 September 2020. These rules recommend that the number of scholarships awarded by private universities in a given year shall be equal to 5% of the total number of students admitted in each faculty. Each private university shall announce a two-week period during which students may apply for scholarships. Secondary school graduates wishing to apply for a scholarship, must submit an application directly to the university within such two-week period. Each year, all private university must submit to the secretary of the Private Universities Council a statement approved by the president of the university and the university’s designated MoHE consultant stating the names of the students awarded scholarships and the amount of each scholarship.

Internal Regulations General Overview The board of trustees of a private university is responsible for preparing the internal regulations that govern its operation, management and academic affairs. Neither the Private Universities Law nor the Private Universities Law ER sets out any template or guidelines to be adopted by the board of trustees for the process of determining the private university’s internal regulations. It is noteworthy that the internal regulations of private universities are not required to be approved by MoHE or the Private Universities Council.

116 DESCRIPTION OF SHARE CAPITAL AND APPLICABLE EGYPTIAN LAW

A summary is set out below of certain information relating to the Shares, certain provisions of the Articles, the Capital Market Law, the Egyptian Companies Law and certain related laws and regulations, all in effect as of the date of this Offering Circular. This summary is not intended to be a comprehensive description of those Articles, laws and regulations.

General The Company was established on 8 September 2014 as an Egyptian Joint Stock Company governed by Law No. 159 of 1981 and its executive regulations, under the name “Bisco for Trading and Investment”, which was changed in August 2016 to “Taaleem Management Services”. The Company is registered in the Commercial Register under No. 96337. The Company’s duration is 25 years commencing from the date of its registration in the Commercial Register on 8 September 2014 and ending on 7 September 2039. The Company’s term may be extended by a resolution of the Extraordinary General Assembly. As of the date of this Offering Circular, the current authorized share capital of the Company is EGP 2,000,000,000. As of the date of this Offering Circular, the current issued share capital of the Company is EGP 730,250,000 consisting of 730,250,000 ordinary shares, each with a par value of EGP 1. The Company’s historical share capital changes are as follows:

Authorized share capital * The Company was incorporated on 8 September 2014 with an authorized share capital amounting to EGP 2,500,000. * By virtue of an EGM dated 14 January 2020, the authorized capital was increased to EGP 1,000,000,000 and was annotated in the Commercial Register on 11 February 2020. * By virtue of an EGM dated 17 December 2020, the authorized share capital increased from EGP 1,000,000,000 to EGP 2,000,000,000 and was annotated in the Commercial Register on 19 January 2021.

Issued share capital * The Company was incorporated with an issued share capital amounting to EGP 250,000. * By virtue of an EGM dated 14 January 2020, the issued share capital was increased to EGP 730,250,000 and was annotated in the Commercial Register as fully paid up on 11 June 2020. The Company’s legal objectives, as stated in the Commercial Register include general trade, management of food projects, real estate investment, management operation, exploitation, leasing, renting, planning and marketing, administrative and technical services, cleaning services, training, rehabilitation and development of human resources, training and preparing the institutions and different entities in order to get accredited and for the purpose to earn quality certificate from the concerned local and international entities, preparation, organization of conferences and seminars and consultations (except for capital markets, legal consultations or for any consultations related to the assessment in the event of capital increase or acquisition nor to provide financial consultations for companies dealing with securities stated under Article 27 of the CML and its Executive Regulations), in addition to providing educational services, establishment and management of universities, management of educational projects without prejudice to Law No. 12 of 2009. The Company is entitled to cooperate in any form with other companies that carry out similar activities or that may assist the Company in achieving its purpose in Egypt or abroad, in addition, the Company has the right merge with the abovementioned entities, acquire them or make them one of its affiliates.

Limitation of Liability Under the Egyptian Companies Law, a shareholder’s liability for an Egyptian joint stock company’s losses is limited to the amount of his/her/its investment in the Company’s shares unless the shares are not fully paid, in which case the shareholder is liable for the rest of the unpaid portion of the par value of the partly-paid Shares. The Company’s current issued share capital is fully paid up.

117 Voting Rights and Shareholders’ Meetings The Egyptian Companies Law provides for two types of shareholders’ meetings; Ordinary General Assembly Meetings and Extraordinary General Assembly Meetings. It is worth noting that Decree No. 92 of 2018 issued by the FRA published in the Official Gazette in June 2018 (Decree 92/2018) introduced new principles that are required to be reflected in the articles of association of companies as a condition for listing: * Cumulative Voting. Decree 92/2018 states that each shareholder is allowed a number of votes equal to the number of their shares in voting for electing the board of directors. The shareholder may give them all to one board member candidate or divide them among several. * Proportionate Representation of the Capital in a Company’s Board. Decree 92/2018 puts in place a system of voting, guaranteeing that each 10% of the shares of a company is represented by a maximum of one board member in the company’s board of directors. In light of the above, the nomination of the Directors is conducted in compliance with the abovementioned requirements. According to the current Articles, General Assembly Meetings may take place in Giza or Cairo. Further, shareholders wishing to attend a General Assembly Meeting are required to deposit their shares with a licensed custodian (with their shares to be blocked in advance of the General Assembly Meeting) and to present evidence of the same to the Company at least three days prior to the date of the General Assembly Meeting. No transfer of ownership of the blocked shares may be effected until the meeting is adjourned. The invitation to General Assembly Meetings must be published at least 21 days before the date on which the General Assembly Meeting takes place (not including the date of publication of the invitation and the date of the meeting). Ordinary General Assembly Meetings are convened upon the invitation of the Chairman of the Board, or upon the request of the Company’s auditor or shareholders together holding at least 5% of the Company’s issued share capital. A quorum is constituted by the attendance in person or by proxy of shareholders holding at least 25% of the issued share capital. If the quorum is satisfied, the meeting shall be considered a valid meeting, and an absolute majority of the shares present or represented at the meeting is necessary for the passing of resolutions by the Ordinary General Assembly. If the quorum requirement is not satisfied, the meeting shall be adjourned for a maximum of 30 days. The invitation to the first meeting may refer to the date and time of the second meeting. The Articles provide no quorum requirement to the second meeting of the Ordinary General Assembly. An Ordinary General Assembly Meeting must be convened once a year within three months of the end of each financial year. Matters that may be considered at Ordinary General Assembly Meetings include, but are not limited to, the election, re-election or dismissal of Directors, approval of financial statements, approval of the Board of Director’s report, appointment of auditors, determination of the remuneration and allowances of Directors, and the distribution of net profits. Extraordinary General Assembly Meetings are convened upon the invitation of the Board, or upon the request of shareholders together holding at least 10% of the Company’s issued share capital. A quorum is constituted by the attendance in person or by proxy of shareholders holding at least 50% of the issued share capital. If this quorum is satisfied, the meeting shall be considered a valid meeting, and a two-thirds majority of the shares present or represented at the meeting is necessary for the passing of resolutions by the Extraordinary General Assembly, provided that resolutions pertaining to an increase or decrease in the share capital, mergers, amendments to the Company’s purpose or its dissolution require a three-quarters majority of the shares present or represented at the meeting. If the quorum requirement is not satisfied, the meeting shall be adjourned for a maximum of 30 days. The second meeting shall be deemed valid if attended by shareholders representing at least 25% of the share capital of the Company. Certain matters are within the exclusive powers of the Extraordinary General Assembly, including, without limitation, amendments to the Articles, modifications of the shareholders’ rights, and approval of mergers, increases or decreases in the share capital and dissolution of the Company. According to the EGX Listing Rules, General Assembly Meetings may not be held during EGX trading sessions. The EGX Listing Rules provide for various requirements in relation to the ratification of minutes of General Assembly Meetings and the disclosure of General Assembly resolutions. The manner of voting in all General Assembly Meetings is by the means proposed by the meeting’s chairman and approved by the shareholders represented at the meeting. If the resolution to be passed relates

118 to; (a) the appointment or removal of any director, (b) the filing of any allegations against any director or the Chairman, or (c) if at least 10% of the shareholders attending the meeting so request, a secret ballot must be held. No director may vote on any resolution relating to the determination of his remuneration, fees, discharge of liability or relating to his management conduct. Corporate shareholders represented on the Board must be represented at the shareholders level by a representative other than its director on the Board, if relevant. Any individual shareholder may attend General Assembly Meetings in person or by proxy. The proxy must be in writing and must be given to a shareholder. Shareholders, other than shareholders represented on the Board, may not give a proxy to a Director in a General Assembly Meeting to represent them. Other than shareholders of corporate entities, an individual shareholder may not represent by proxy more than 25% of the shares represented at the meeting. The minutes of the General Assembly Meetings are ratified by the General Authority for Investments and Free Zones (GAFI), within a maximum of one month from the date of convening the meeting and are recorded in a register held by the Company. Once the Company is listed on EGX, a synopsis of the minutes are required to be disclosed to FRA and EGX immediately following the meeting and before the following trading session. The minutes, executed by the Chairman, are required to be delivered to EGX within a maximum period of one week from the date of convening the meeting. The ratified minutes are required to be delivered to EGX within a maximum period of three business days from the date of receipt from GAFI. The minutes’ registers are available for review and inspection by the shareholders, the Company’s auditor and the competent administrative authorities, but are not available to the public. However, as the Company is listed on EGX, the resolutions will be required to be disclosed to FRA and EGX and material resolutions are published on EGX’s website as a reporting and transparency requirement. Shareholders who have objected to any given General Assembly Meeting resolution or who did not attend such meeting for a valid reason (GAFI may act on behalf of the shareholders if so requested) are entitled to request the suspension or nullity of such resolution (within a maximum of one year from the convocation of the said General Assembly Meeting) and the board of directors of the FRA, based upon a request by a shareholder(s) holding at least 5% of the shares, may suspend such resolution if such resolution is found to be in favor or disfavor of a certain group of shareholders or provides a special benefit to the Board or others without considering the Company’s benefit.

Dividends The Articles provide that dividends may be distributed out of retained earnings or realized profits based on the Company’s audited annual or interim financial statements prepared in accordance with EAS. Pursuant to the Egyptian Companies Law, the Company must convene an Ordinary General Assembly Meeting not later than three months after the end of its financial year. Furthermore, dividends declared by a resolution of the Ordinary General Assembly must be distributed within one month of the date of the Ordinary General Assembly Meeting, it being noted, however, that in practice the distribution of dividends on instalment based on a resolution of the Ordinary General Assembly may be accepted by GAFI and the FRA. According to the applicable laws and regulations and the Articles, (a) the Company is required to establish and maintain a legal reserve (the Legal Reserve) to which an amount equal to 5% of the after tax earnings must be allocated each year unless the legal reserve reaches 50% of the issued share capital. In the event the Legal Reserve falls below such percentage, the allocation should be resumed; (b) the amount necessary for the distribution of a first share of the profits amounting to 5% to the shareholders in the capital of the Company, calculated on the basis of the amount paid from the value of their share provided that if the profits for one year are not sufficient for the distribution of such dividend, it may not be claimed for the profits of any subsequent years; (c) a percentage of 10% shall be reserved to be distributed to the employees of the Company, in accordance with the rules set by the Board and as approved by the shareholders’ resolution in an Ordinary General Assembly Meeting that shall not exceed the employees’ total annual salaries; (d) the payment of the amounts of incorporation shares (if any), subject that it does not exceed 10% of the rest of the net profits; (e) a maximum of 10% shall be distributed to the Board as a remuneration; (f) the remainder of the profits shall then be distributed to the shareholders as an additional share in the profits, or shall be carried forward to the following year, as proposed by the Board or shall then be affected to an extraordinary reserve or extraordinary depreciation fund. The Ordinary General Assembly Meeting may distribute all or part of the profits revealed by the periodic financial statements prepared by the Company as certified by the Company’s auditors

119 Increases and Reductions in Capital The Company’s share capital may be decreased or increased only by a resolution adopted at a duly convened Extraordinary General Assembly Meeting by a 75% majority of the shares present or represented at the meeting Pursuant to the Egyptian Companies Law, the Company’s issued capital can be increased within the limits of the authorized capital by a resolution of the Ordinary General Assembly Meeting. The approval of the FRA is required on the issuance of any new shares and also on the reduction of capital. Ratification by GAFI is required on the minutes of the Extraordinary General Assembly Meeting approving the capital increase or decrease. Furthermore, any amendment to Articles 6 and 7 of the Statutes in connection with an increase or decrease of the authorized or issued share capital of the Company requires the approval of GAFI. Changes in the share capital must also be registered with MCDR, and the issuance of new shares should be listed on the EGX within three months of the date of issuance, capital decreases should be registered with the EGX within three months of the date of the resolution of the Extraordinary General Assembly approving the decrease. Moreover, changes in the Company’s share capital must be inscribed on the Company’s Commercial Register within two weeks as of finalization of the capital increase process. Increases in the share capital must be made at fair value in accordance with a fair valuation report issued by an independent financial advisor, provided that rights issues allocated among the Company’s existing shareholders may be made at par value subject to approval by the Extraordinary General Assembly. In the case of rights issues, subscription rights must be traded by the holders of the shares together with the shares independently following the commencement of the subscription period. According to the EGX Listing Rules, the Company may not increase or decrease its share capital, or publish the invitation to an Extraordinary General Assembly Meeting to consider the same or carry out the required procedures, without submitting a disclosure report in the prescribed form to the FRA and EGX together with the relevant Board minutes approving the increase or decrease and the FRA and EGX’s approval of such report and its publication on the EGX trading screens. The invitation to the Extraordinary General Assembly Meeting must be made within 21 days from the date of FRA and EGX’s approval of the disclosure report and its publication on the EGX trading screens, and the relevant Board minutes must include an authorization to the Chairman to undertake the same. In this regard, if the resolution is to increase the share capital in cash, the Board is required to disclose the fair market value prepared by the independent financial advisor to the existing shareholders at least 5 days prior to the increase in share subscription in the following scenarios: (a) if, pursuant to the latest ratified financial statements, the Company incurred losses which equal at least 50% of shareholders’ equity and the capital increase is more than 10% of the total share capital, and not less than EGP five million; (b) if the capital increase is equal to or more than the total issued share capital or total shareholders’ equity (as the case may be) pursuant to the latest ratified financial statements.

Certificates, Registry, and Transfer The shares are registered on the MCDR system in dematerialized form and cannot be held in certificated form. The shares are eligible for clearing and settlement through the MCDR system. The Company is entitled to request the MCDR at any time to issue a detailed statement of the registered owners of the shares. All transfers of shares will be transacted on the EGX in accordance with the EGX trading rules through duly licensed brokers, and are recorded on the electronic book-entry system of the MCDR and reflected in the statements of account issued by the authorized custodians. According to the EGX Listing Rules, each shareholder acquiring, including through its related parties, 5% or multiples thereof of the shares or subscription rights therefore must disclose the same, and shareholders must also disclose the decrease of their shareholdings below 5% of the shares (or 3% or multiples thereof for Directors and their related parties). In the event that the stake acquired represents 25% or more of the shares or voting rights, the purchasing shareholder must disclose its future investment plan and direction with regard to the Company’s management. In each of the above cases, disclosure must be made to the EGX in the prescribed form and prior to the commencement of the next trading session, and the EGX publishes such disclosures immediately on the trading screens and on its website. It should be noted that it shall not be considered as a violation if a transaction has been implemented by a related party and the transaction is limited to 1% of the share capital of the Company, if the transactions of related parties are not necessarily known to the other related parties or major shareholders. This exemption shall also apply to transactions implemented by portfolio managers on behalf of related parties.

120 According to Article 331 of the Executive Regulations of the CML, a person may acquire, independently or together with related parties, less than one third of the Company’s share capital or voting rights through open market transactions (i.e. by applying the normal EGX trading rules applicable) or through a voluntary tender offer. According to the recent amendments made to Article 353 of the Executive Regulations of the CML, each person wishing to acquire directly or indirectly, independently or through related parties, one- third of the capital or of the voting rights or more in the target company, must notify the FRA, provided that a draft proposal shall be submitted to purchase all the securities forming part of the capital, or voting rights and bonds that entitle the holder to the right to own a part of it, provided that in the case of issuing preferred shares in the target company, voting rights alone are binding to make an offer. Accordingly, the obligation to launch a mandatory tender offer for the acquisition of 100% of the Company’s shares, voting securities and convertible securities would arise in any of the following situations: (a) if a person acquires or wishes to acquire, independently or together with related parties, one third or more of the Company’s share capital or voting rights, being listed on the EGX; (b) if a person that holds, independently or together with related parties, between one third and one half of the Company’s share capital or voting rights (a) acquires more than an additional 5% of the Company’s share capital or voting rights within 12 consecutive months, or (b) exceeds one half of the Company’s share capital or voting rights at any point in time; (c) if a person that holds, independently or together with related parties, between one half and two thirds of the Company’s share capital or voting rights, independently or together with related parties, (a) acquires more than an additional 5% of the Company’s share capital or voting rights within 12 consecutive months; (d) if a person that holds, independently or together with related parties, between two thirds and three quarters of the Company’s share capital or voting rights (a) acquires more than an additional 5% of the Company’s share capital or voting rights within 12 consecutive months, or (b) exceeds three quarters of the Company’s share capital or voting rights at any point in time. In all cases that necessitate submitting a mandatory offer, if the offeror pledges to continue listing the shares of the target Company on EGX , the latter must submit a draft purchase offer for all securities minus the minimum required for the continuation of listing on EGX, and if the number of shares offered for sale exceeds the stock offer to be purchased, then the shares must be purchased from all share owners who responded to the offer in the ratio of the total of what is offered to the total shares required to be purchased, taking into account the rounding of fractions to the nearest integer in favor of minority shareholders, but if the offeror declares his desire not to continue listing the shares of the target Company on EGX, he must submit an offer to buy all Company shares. Additionally, according to Article 357 of the Executive Regulations of the CML, if a person acquires, independently or together with related parties, 90% or more of the Company’s share capital or voting rights, the shareholders holding 3% of the Company’s share capital or voting rights or a minimum of 100 shareholders representing no less than 2% of the free float, may request, during the 12 consecutive months of such acquisition, the FRA to oblige said person to submit an mandatory tender offer to acquire up to 100% of the Company’s share capital. The foregoing provisions do not apply in the following cases: (a) transfer of the shares from/to ascendants and descendants in relation to natural persons; (b) cases of inheritance, enforcement of wills and/or donations; (c) execution of merger transactions pursuant to the provisions of law; (d) sale by a bank or financial institution of securities pledged in favor of such bank or financial institution in settlement of amounts owed to such bank or financial institution; (e) capital restructuring of related parties and/or a group of affiliated companies; (f) if an acquisition is made by a financial institution licensed to guarantee share subscriptions, in accordance with its obligation to cover the subscription; (g) the purchase of treasury shares or capital decrease through the cancellation of treasury shares or the distribution of treasury shares as free shares; (h) obtaining the approval of 100% of the shareholders of the company;

121 (i) increasing the capital of the company, provided that this did not result from acquiring the subscription rights in the capital increase. and (j) transfer of title to shares owned by the labor union in the company to the company’s holding company, which is owned by the state, for restructuring purposes. In cases that result in a shareholder owning shares or controlling the voting rights of any of the companies subject to the provisions of the CML whenever this is done against his desire or will.

Liquidation Rights and Other Distributions In the event of liquidation or dissolution of the Group, the Group’s assets are to be applied to satisfy its liabilities. If any surplus remains, shareholders would participate on a pro-rata basis in any such surplus. If, during the Company’s financial year, the Group’s losses exceed 50% or more of its issued share capital, an Extraordinary General Assembly Meeting must be convened upon the invitation of the Board to decide whether to dissolve the Group or to continue its activities. Resolutions of the Extraordinary General Assembly in relation to dissolution prior to the lapse of the Company’s term or continuation are adopted by a 75% majority of the shares present or represented at the meeting.

Listing of Shares on the EGX The Company received approval for its registration with the FRA on 11 March 2021 and its Shares were listed and admitted to trading on the EGX 23 March 2021. Trading in the Shares on the EGX is expected to commence on or about 7 April 2021 (with the possibility of extension by the FRA at its sole discretion) and only upon the satisfaction of certain conditions set forth in the EGX Listing Rules, including without limitation, completion of the Combined Offering. Prior to the Combined Offering, there has been no market for the Shares and the Shares have not been traded on the EGX.

Pre-emptive Rights If there is an increase in the share capital of the Company by the issue of the Shares, the Egyptian Companies Law and the Articles provide that the existing shareholders have pre-emptive rights in connection with that share issue pro rata to the percentage held by each existing shareholder prior to the issue of the new shares, unless the FRA approves the disapplication of these pre-emption rights based on a resolution approved by the Extraordinary General Assembly in application of Article No. 32 of the Executive Regulations of the CML regulating private placements. Although any pre-emptive rights in connection with any future issue of shares for cash will (unless waived) be available to the holders of Shares, U.S. holders of Shares may not be entitled to exercise their pre- emptive rights unless a registration statement under the Securities Act has been declared effective in relation to those rights and the Shares or an exemption from the registration requirements is available. Management intends to evaluate at the time of any pre-emptive rights offering the costs and potential liabilities associated with the filing of any registration statement or qualifying for any exemption, if required, as well as the indirect benefits to it of enabling the exercise of pre-emptive rights by U.S. holders of Shares and any other factors the Group considers appropriate at that time and then to make a decision whether to file a registration statement or seek to qualify for an exemption. Please see “Risk Factors—Risks Relating to the Shares—The pre-emption rights granted to holders of the Shares may be unavailable to certain shareholders, including U.S. shareholders”.

Acquisition of its Own Shares The Company may purchase its own Shares pursuant to a Board resolution in order to reduce its outstanding share capital, to make a distribution to its employees in the form of stock incentives whether through the proposed ESOP contemplated by this Offering Circular or otherwise, or in connection with delisting from the EGX. While no employee share ownership plan is currently in place, the Company has taken the initial steps to be able to adopt and operate an employee share ownership plan, including the approval of the implementation of such a plan at a general assembly meeting of the Company. In accordance with the Egyptian Companies Law, if the Company acquires its own Shares, it must either resell those Shares within a maximum of one year of the date of acquisition or cancel these Shares. Treasury Shares do not have distribution or voting rights. Furthermore, according to the EGX Listing Rules, any treasury buyback by the Company must be made in compliance with EGX directives guaranteeing equality among investors and market stability. The Company may not acquire or own more than 10% of its share capital in the form of treasury shares. The Company

122 must hold the treasury shares acquired for a minimum of three months and a maximum of one year after which they must be cancelled and the capital decreased accordingly. The Company must first hold a meeting of the Board to approve the treasury buyback and subsequently notify the EGX of its wish to acquire treasury shares at least three business days before carrying out the acquisition. The notice must include the reasons for the acquisition, the source of financing, the expected impact on the Company’s performance indicators, the purchase price, the quantity and the envisaged period for implementation and the Company’s broker. The minutes of the Board meeting must be attached to the notice. The securities acquired by the Company must be local shares (i.e. not including depository receipts). The Company must disclose to the EGX the percentage of treasury shares acquired or disposed at the end of each day witnessing transactions on treasury shares, and the EGX publishes the disclosed information on its trading screens and website. An acquisition of the Company’s shares by the Company itself or one of its related parties shall be considered as treasury shares and must be disposed of in accordance to the above stated provisions.

123 SECURITIES MARKET INFORMATION

The Capital Market Authority (CMA) was established pursuant to Presidential Decree No. 520 of 1979 in order to promote investment in the Egyptian securities market. The development of the securities market in Egypt since 1992 has encouraged certain Egyptian banks and financial institutions to provide securities underwriting, brokerage and mutual funds services. Between 1979 and 2009, the CMA was responsible for regulating the securities market in Egypt, issuing licenses for financial intermediary businesses (including brokerage, venture capital, mutual fund management and portfolio management), monitoring the continuing obligations of listed companies, monitoring the central securities depositary and protecting investors. Afterwards, Egyptian Law No. 10 of 2009, published on 1 March 2009, has established, as of 1 July 2009, the FRA, which replaced the CMA, the Egyptian Insurance Supervisory Authority and the Mortgage Finance Authority. FRA is also responsible for the implementation of the provisions of Law no. 10 of 1981 on Insurance Supervision and Control, CML No. 95 of 1992, Central Depository and Registry Law No. 93 of 2000, Mortgage Finance Law No. 148 of 2001, and the Egyptian Financial Leasing Law No. 176 of 2018. The President of the EGX and the Chairman of FRA have the right, under the CML, to prohibit certain offers and bids for shares of listed companies, which are considered to be manipulative, distorting or in violation of market rules. Pursuant to the recent amendments to the CML by virtue of Law No. 17 of 2018, the President of EGX and the Chairman of FRA have the right to stop any trader from purchasing securities from EGX, whether such trader is acting in its name and on its behalf or for another beneficiary owner, if the trader committed any breach in relation to price manipulation or any other breach of the CML. Suspension should be issued by virtue of a reasoned decision based on investigations being conducted by FRA/EGX and for a period not exceeding six months. The most significant factor in the growth of the Egyptian securities market since 1992 has been the state’s privatization program. While there were few privatizations at the beginning of the program, the process was revitalized under the administration of Prime Minister El-Ganzouri between January 1996 and October 1999. The CML permitted the introduction of mutual funds to the Egyptian market. Mutual funds must take the legal form of a joint stock company. FRA has the authority to review and object to the members of an investment fund company’s Board of Directors as well as the fund managers. Mutual fund must be managed by a specialized investment management company. Mutual funds are either close-ended and open-ended. Close-ended mutual funds issue only a certain number of shares. After the shares are sold and the money is invested in its portfolio of securities, trading of the fund’s shares can take place. The company is not obliged to redeem its shares or issue more shares. An investor who no longer wants to hold shares in the fund may sell them in the market. Accordingly, close- ended funds are traded freely on EGX. However, an open-ended mutual fund, is constantly offering new shares to the public and redeeming its outstanding shares. There is no limit to the number of shares that can be issued. Open-ended fund shares are bought and sold directly through the fund itself or its agents, not over-the-counter or on an exchange. There are four basic types of mutual funds (i) stock funds (also called equity), (ii) bond, (iii) hybrid (which invest in a mix of stocks and bonds),and (iv) money market (which invest mainly in short-term instruments). Egyptian Companies Law permits companies to issue bonds and other tradable securities. Prior to the enactment of the CML, there was only one corporate bond listed on the EGX (bonds issued by Credit Foncier in 1951). Since the enactment of the CML, there have been many bond issuers on the EGX, including Orascom Construction Industries, Golden Pyramids Plaza Company, Contact, GB Auto and Mobinil. In February 2007, the Minister of Investment issued a decree adding chapter XII to the Executive Regulations of the CML. Chapter XII regulates tender offers and obligatory tender offers by prohibiting acquisitions of securities through open market purchases of one-third or more of the capital or voting rights of the target company. Please see “Description of Share Capital and Applicable Egyptian Law”. In 2018, the CML was amended by Law No. 17 of 2018, which introduced the most extensive amendments yet made to the CML since its enactment in 1992 (CML Amendments). The CML Amendments introduced, inter alia, the facilitation of issuing short-term debt securities or Sukuk of maturity date not exceeding 2 years which could be through a BOD resolution rather than general assembly resolution provided that (i) the BOD is authorized by the general assembly or the competent authority; and (ii) issuance shall be according to FRA’s regulations and procedures. In addition, the CML Amendments have introduced the derivatives market to be established for the first time in Egypt including derivative contracts. The form of such derivatives could be options, futures, and

124 swaps, that derive their value from underlying assets such financial or in-kind assets, price indices, securities, commodities, financial instruments, or other indicators specified by FRA. Moreover, fundamental amendments were made to some provisions of the CML with regard to minority shareholders’ rights, in order to conform to international standards and ensure the protection of the minority shareholders’ rights in cases of tender offers or acquisition. Furthermore, The Ministerial Decree No. 2479 of 2018 amending the Executive Regulations of the CML has introduced green bonds and sukuks which shall be used to finance green projects. In 2020, further amendments were made to the Executive Regulations of the CML, to encourage private equity funds in providing finance for projects and allow for greater flexibility in implementing the investment policies and facilitating the practice of real estate investment activity. In addition, said amendments include as well new forms of sukuk issuances, for the sake of diversifying investment instruments such as, agent-investment sukuk, and farm sukuk.

125 STOCK EXCHANGE TRADING MECHANISMS

Egypt’s trading and settlement mechanisms have been significantly improved over the past few years. A computerized trading system at the EGX allows for automatic electronic matching of bids and offers. The electronic trading system links the EGX and allows brokers remote access to the trading floor. It also links all independent custody activities to MCDR, which helps ensure greater speed and efficiency in the settlement process. Trading on the EGX takes place between 10:00 a.m. and 2:30 p.m., Sunday through Thursday, excluding official public holidays. However, for block trades, trading on the EGX takes place between 9:15 a.m. and 09:45 a.m. Before investors can trade listed or un-listed securities (OTC), each investor must have a trading account with one of the licensed brokerage firms by FRA and the membership department at EGX. All investors must open accounts with custodians, to ensure that investors’ accounts have the volume offered in case of selling and to transfer them to the buyer. Prior to each trading session, there is a pre-open session, which is a discovery session, the purpose of which is to determine a new opening price for the securities – not necessarily the closing price of the last trading session. The EGX has set price limits (ceiling/floor) of 10% and the price limit is 5% for the SMEs market, during the trading session. Pursuant to the recent Decree issued by the Chairman of EGX No. 1212 of 2018 and No. 233 of 2017, a trading halt which is a temporary halt on the trading of a security for a period of 10 minutes when the security exceeds or goes below the 5%. Furthermore, the Chairman of EGX has recently issued a decree No. 271 of 2020, that there shall be total market suspension with regard to EGX100 index in case it goes down by 5% and such method shall not be applied in case the index goes up. For clarification, EGX100 is an index that tracks the performance of the 100 active companies, including both the 30 constituent- companies of EGX 30 Index and the 70 constituent-companies of EGX 70 Index and measures the change in the companies’ closing prices, without being weighted by the market capitalization, and was retroactively computed as of 1 January 2006. The EGX removes on a case by case basis (mainly in protected transactions) the price restrictions on the request of a broker who is willing to effect a transaction above the ceiling or below the floor, provided the pricing committee at the EGX approves. Pursuant to EGX Decree No. 917 of 2020, the quantity of shares specified for the closing price shall be a number of shares not less than the equivalent of 0.5% of the daily average of the traded value of each share within three months, provided that the value of these shares is not less than one hundred thousand Egyptian pounds or its equivalent in foreign currencies. Brokerage commissions for transactions are not fixed by the EGX or other regulatory bodies, but instead vary depending on the size of the transaction and the brokerage house executing the trade.

126 TAXATION

The following summary of material Egyptian tax and U.S. federal income consequences of the acquisition, ownership and disposition of Shares is of a general nature and based on laws, regulations, decrees, rulings, double taxation conventions, agreements and arrangements, administrative practice and judicial decisions in effect as of the date of this Offering Circular. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming that could alter or modify the statements and conclusions set out in this Offering Circular. Any changes or interpretations may be retroactive and could affect the tax consequences to holders of the Shares. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a purchaser or holder of Shares. EACH PROSPECTIVE HOLDER IS URGED TO CONSULT HIS, HER OR ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THE HOLDER OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY OTHER TAX LAWS OR TAX TREATIES, AND OF PENDING OR PROPOSED CHANGES IN APPLICABLE TAX LAWS AS OF THE DATE OF THIS OFFERING CIRCULAR AND OF ANY ACTUAL CHANGES IN APPLICABLE TAX LAWS AFTER THAT DATE.

Egyptian Taxation The following is a summary of the principal tax consequences for holders of ordinary shares who are not resident in Egypt (Non-Residents). This summary addresses only the tax consequences for Non-Resident investors who hold the Shares as capital assets and does not address the tax consequences which may be relevant to other classes of Non-Resident investors, for example dealers in securities. Under the Income Tax Law No. 91 of 2005 as amended and its Executive Regulations (Ministerial Decree 991 of 2005 as amended) (together, the Income Tax Law), a shareholder would be considered as a resident in Egypt in any of the following events: (a) In the case of a natural person: (i) having permanent residency in Egypt; (ii) residing in Egypt for more than 183 continuous or intermittent days within 12 months; or (iii) who is an Egyptian citizen working abroad and receiving income from an Egyptian treasury. (b) In the case of a legal person: (i) if it is established according to Egyptian law; (ii) if its main or actual managing headquarters is in Egypt, where Egypt will be considered as the actual managing headquarters if at least two of the following criteria are met: * if it is where the daily management decisions are made; * if it is the place where the board or management meetings are convened; * if it is the place where at least 50% of the board of directors members are resident; or * if it is the place where shareholders holding more than 50% of the share capital or voting rights are resident; or (iii) if it is a company in which the State or any state-owned legal person holds more than 50% of its capital.

Dividend Withholding Tax Dividends were not previously taxable in Egypt, but the Income Tax Law introduced a dividend withholding tax at a rate of 5% or 10%, that varies depending on whether the distributing company is listed or not listed on the EGX, respectively. The Income Tax Law defines dividends as any income resulting from shares, including preferred shares, founding shares or any other instruments giving their holders an entitlement to participate in the profits of an Egyptian company.

127 According to the Income Tax Law, dividends distributed by Egyptian companies to Non-Residents are subject to a 10% withholding tax, without deducting any costs or expenses, which is reduced to 5% in case the distributing company is listed on the EGX. Dividends in the form of bonus shares (i.e. stock dividends) are not subject to dividend withholding tax. An exemption of 90% of the dividends received by a resident mother company or holding company from its subsidiaries (whether tax resident or non-resident) is granted, provided such company is holding 25% or more of the subsidiary’s share capital or voting rights and holds (or commits to hold) such stake for a minimum of two years. A relevant double taxation treaty may reduce the withholding tax rate applicable on dividends paid by an Egyptian company to its Non-Resident shareholders.

Taxation of Capital Gains According to the Income Tax Law, capital gains realized from the sale of Egyptian shares listed on the EGX by tax resident shareholders are subject to a 10% withholding tax. However, the application of this tax was suspended until 31 December 2021. Effective as of 1 October 2020, the Income Tax Law has permanently exempted Non-Resident shareholders from capital gains tax on listed shares in order to attract foreign investments in Egypt. A relevant double taxation treaty may eliminate Non-Resident taxation in Egypt on the disposal of shares in the Company.

Stamp Duty Pursuant to the Law on Stamp Duty No. 111 of 1980, as amended, with the exception of spot transactions on the EGX, stamp duty is applicable to the transfer by Non-Residents of listed or unlisted shares at a rate of 2.5 per thousand to be borne equally by the seller and the buyer (1.25 per thousand on each). Residents are subject to such stamp duty at a lower rate of 1 per thousand to be borne equally by the seller and the buyer (0.5 per thousand on each). As of 1 January 2022, which marks the following day of lapse of the capital gain tax suspension term, tax residents will no longer be subject to the stamp duty stated above. Notwithstanding the foregoing provisions, in case of disposing or acquiring 33% or more of the Company’s Shares or voting rights, a stamp duty at a rate of six per thousand shall be imposed, equally, on both the buyer and the seller (three per thousand on each), whether such disposal or acquisition is made via single transaction or a series of transactions within two years.

Inheritance Tax Under Law No. 227 of 1996, Egypt has abolished all inheritance taxes. Accordingly, no inheritance taxes in Egypt will be chargeable on the death of an owner of shares.

Certain United States Federal Income Tax Considerations The following is a description of certain material U.S. federal income tax consequences relating to the acquisition, ownership and disposition of Shares. This description addresses only the U.S. federal income tax considerations of U.S. Holders (as defined below) that are initial purchasers of Shares pursuant to the International Offering and that will hold Shares as capital assets (generally, property held for investment). This description does not purport to address all material tax consequences of the ownership of Shares and does not address aspects of U.S. federal income taxation that may be applicable to investors that are subject to special tax rules, including without limitation: * banks, financial institutions or insurance companies; * real estate investment trusts, regulated investment companies or grantor trusts; * brokers, dealers or traders in securities, commodities or currencies; * tax-exempt entities, including “Section 401” pension plans; * individual retirement accounts and other tax deferred accounts; * persons that receive Shares as compensation for the performance of services;

128 * persons that will hold Shares as part of a “hedging”, “conversion” or constructive sale transaction or as a position in a “straddle” for U.S. federal income tax purposes; * certain U.S. expatriates or former citizens or long-term residents of the U.S.; * partnerships (including entities classified as partnerships for U.S. federal income tax purposes), or other pass-through entities, or investors that will hold Shares through such an entity; * “dual resident” corporations; * persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside of the United States; * persons that have a “functional currency” other than the U.S. dollar; * holders that own or will own (directly, indirectly or constructively) 10% or more, by voting power or value, of the equity interests of the Company; or * holders required to accelerate the recognition of any item of gross income with respect to Shares as a result of such income being recognized on an applicable financial statement. Further, this description does not address the alternative minimum tax, U.S. federal gift, estate or other non- income tax consequences, or any U.S. state or local tax consequences of the acquisition, holding or disposition of Shares. This description does not address the tax consequences of owning options or warrants or similar instruments on Shares, or any tax consequences applicable to the holder of an equity interest in a holder of Shares. This description is based on the Code, its legislative history, existing and proposed regulations promulgated under it, published rulings and court decisions, as well as on the Income Tax Convention between the United States and Egypt (the Treaty), in each case as in effect on the date of this offering circular, all of which are subject to change (or to changes in interpretation), possibly with retroactive effect. No legal opinion from United States counsel or ruling from the U.S. Internal Revenue Service (IRS) has been or will be sought or obtained with respect to any of the United States federal income tax consequences discussed herein. There can be no assurance that the IRS will not challenge any of the conclusions described herein or that a United States court will not sustain such challenge. The Directors believe, and this discussion assumes, that the Company is not a passive foreign investment company (PFIC) for U.S. federal income tax purposes. However, the Company’s status as a PFIC is subject to change annually depending on, among other things, changes in the income, activities or assets of the Company and the market value of the Shares. If the Company were to become a PFIC for any taxable year, materially adverse consequences could result to U.S. Holders (whether or not the Company continued to be a PFIC in a subsequent taxable year). U.S. Holders should consult their own tax advisors regarding the Company’s PFIC status for any tax year and the application of the PFIC rules to the ownership of Shares. Please see “—Passive Foreign Investment Company” below.

U.S. Holders For the purposes of this summary, a “U.S. Holder” is a beneficial owner of a Share that is, for U.S. federal income tax purposes: * a citizen or individual resident of the United States; * a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof, including the District of Columbia; * an estate, the income of which is subject to U.S. federal income tax regardless of its source; or * a trust if (a) a court within the United States is able to exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that trust has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of the partnership and a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Partners, partnerships or other pass-through entities considering holding Shares should consult their tax advisor as to the U.S. federal income tax consequences of acquiring, holding, or disposing of Shares.

129 The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of the Shares. Holders or prospective holders of Shares are urged to consult their tax advisors with respect to the U.S. federal, state and local tax consequences, the non-U.S. tax consequences and the non-tax consequences of the acquisition, ownership and disposition of the Shares.

Taxation of Distributions Subject to the discussion below under “—Passive Foreign Investment Company”, U.S. Holders of Shares will include in gross income as foreign-source dividend income, when actually or constructively received by the U.S. Holder, the gross amount of any cash or the fair market value of any property distributed (before reduction for any Egyptian withholding tax paid with respect thereto) by the Company to the extent the distribution is paid out of the Company’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent the amount of such distribution exceeds the Company’s current and accumulated earnings and profits, it will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s adjusted tax basis in such Shares and, to the extent the amount of such distribution exceeds such adjusted tax basis, will be treated as gain from the sale or exchange of such Shares. However, because the Company does not intend to calculate earnings and profits under U.S. federal income tax principles, it is expected that any distribution will be reported as a dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. Dividends will not be eligible for the dividends received deduction allowed to U.S. corporate shareholders for dividends received from U.S. and certain other corporations. Subject to applicable holding period and other limitations, the U.S. dollar amount of dividends received on the Shares by certain non-corporate U.S. Holders will be subject to taxation at the lower capital gain tax rate (currently at a maximum rate of 20%), if the dividends are “qualified dividends”. Assuming certain holding period and other requirements are satisfied by the U.S. Holder, dividends paid on the Shares would be treated as qualified dividends if (a) the Company is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules, and (b) the Company was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a PFIC. The Treaty has been approved by the IRS for the purposes of the qualified dividend rules. However, the Company has not yet determined whether it is eligible for the benefits of the Treaty. Accordingly, there can be no assurance that dividends paid by the Company will be qualified dividends. You should consult your tax advisor regarding the availability of the lower tax rate for dividends paid with respect to the Company’s Shares. If the Company pays a dividend in a currency other than the U.S. dollar, that dividend will be included in the gross income of the U.S. Holder in an amount equal to the U.S. dollar value of the currency on the date of receipt, determined at the spot foreign currency/U.S. dollar exchange rate on the date that dividend distribution is includible in the income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars at that time. U.S. Holders will have a tax basis in the currency received equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in income to the date that payment is converted into U.S. dollars will be treated as ordinary income or loss from U.S. sources for foreign tax credit limitation purposes. Subject to certain limitations, Egyptian taxes withheld from dividends on the Shares at a rate not exceeding the rate provided in the Treaty (if applicable) will be creditable against the U.S. Holder’s U.S. federal income tax liability (or at a U.S. Holder’s election, may be deducted in computing taxable income if the U.S. Holder has elected to deduct all foreign income taxes for the taxable year). The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific “categories” of income. For this purpose, the dividends should generally constitute “passive category income.” The foreign tax credit rules are complex and prospective purchasers should consult their tax advisors concerning the availability of the foreign tax credit in their particular circumstances.

Sale or Exchange of Shares Subject to the discussion below under “—Passive Foreign Investment Company”, on a sale or other taxable disposition of Shares, a U.S. Holder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized and the U.S. Holder’s adjusted tax basis (determined in U.S. dollars) in those Shares. Generally, such gain or loss will be capital gain or loss, will be long-term capital gain or loss if the U.S. Holder’s holding period for the Shares

130 exceeds one year and will be income or loss from sources within the United States for foreign tax credit limitation purposes. Long-term capital gain recognized by a non-corporate U.S. Holder is subject to preferential U.S. federal income tax rates. The deductibility of capital losses is subject to significant limitations. Any such gain or loss that a U.S. Holder recognizes generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes. For cash-basis U.S. Holders that receive currency other than in the U.S. dollar in connection with a sale or other taxable disposition of Shares, the amount realized will be based upon the U.S. dollar value of the currency received with respect to such Shares, as determined on the settlement date of such sale or other taxable disposition. Accrual-basis U.S. Holders may elect the same treatment required of cash-basis taxpayers with respect to a sale or other taxable disposition of Shares, provided that the election is applied consistently from year to year. Such election cannot be changed without the consent of the IRS. Accrual- basis U.S. Holders that do not elect to be treated as cash-basis taxpayers for this purpose may have a foreign currency gain or loss for U.S. federal income tax purposes because of differences between the U.S. dollar value of the currency received prevailing on the date of such sale or other taxable disposition and the U.S. dollar value prevailing on the settlement date. Any such currency gain or loss will generally be treated as ordinary income or loss that is United States source, in addition to the gain or loss, if any, recognized on the sale or other taxable disposition of Shares. Under current Egyptian law (please see section entitled “—Egyptian Taxation—Taxation of Capital Gains”), no Egyptian tax will be imposed on gain from the sale or disposition of Shares. If Egyptian tax is imposed on sale or disposition of Shares, U.S. Holders should consult their tax advisors as to the U.S. tax consequences of that tax, including the possible application of the Treaty.

Passive Foreign Investment Company A foreign corporation will be classified as a PFIC for any taxable year in which, either (a) at least 75% of its gross income is “passive income” or (b) at least 50% of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non- U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income. Based on the Group’s existing operations and assets, the Company does not expect to be classified as a PFIC for the current taxable year and expects to operate in such a manner so as not to become a PFIC. However, as PFIC status depends on the composition of the Company’s income and assets and the value of the Company’s assets from time to time, there can be no assurance that the Company will not be considered a PFIC for any future taxable year. In particular, the value of the Company’s assets may be determined in large part by the market price of the Shares, which is likely to fluctuate after the Combined Offering. If the Company were a PFIC in any year during a U.S. investor’s holding period for the Shares the Company would ordinarily continue to be treated as a PFIC for each subsequent year during which the U.S. investor owned the Shares. If the Company were treated as a PFIC, a direct (and in certain cases, indirect) U.S. Holder would be subject to special rules relating to: (a) any gain realized on the sale or other disposition of the Shares (including an indirect disposition of the stock of any Subsidiary PFIC) and (b) any “excess distribution” by the Company to the U.S. Holder of the Shares (generally, any distributions to the U.S. Holder of the Shares during a single taxable year that total more than 125% of the average annual distributions received by the U.S. Holder of the Shares during the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Shares). Under these rules, (i) the gain or excess distribution would be allocated ratably over the U.S. Holder’s holding period for the Shares, (ii) the amount allocated to the taxable year in which the gain or excess distribution was realized or to any year before the Company became a PFIC would be taxable as ordinary income, (iii) the amount allocated to each other taxable year would be subject to tax at the highest tax rate in effect for ordinary income for the applicable taxpayer for that year, and (iv) an interest charge generally applicable to underpayments of tax would be imposed in relation to the tax attributable to each prior year. These rules effectively prevent a U.S. Holder from treating gain on the Shares as capital gain. For these purposes, gifts, exchanges pursuant to a corporate reorganization and use of the Shares as security for a loan may be treated as a disposition. Any dividends paid by a PFIC will not be eligible for the lower capital gain tax rate applicable to “qualified dividend income” of non-corporate taxpayers, discussed above.

131 Under certain attribution and indirect ownership rules, if the Company is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of the Company’s direct or indirect equity interest in any company that is also a PFIC (a Subsidiary PFIC), and will be subject to U.S. federal income tax on their proportionate share of (a) any “excess distributions,” as described below, on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by the Company or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of the Company’s Shares are made. Some of the adverse tax consequences of PFIC classification discussed above may be alleviated if a U.S. Holder in a PFIC is eligible for and timely makes a valid qualified electing fund, or QEF election or a mark-to-market election. If a QEF election were made, a U.S. Holder generally would be required to include in income on a current basis its pro rata share of the Company’s ordinary income and net capital gains. In order for a U.S. Holder to be able to make a QEF election, the Company would be required to provide the U.S. Holder with certain information. As the Company does not expect to provide U.S. Holders with the required information, prospective investors should assume that a QEF election will not be available. A mark-to-market election is available to a U.S. Holder only if the Shares are considered “marketable stock”. Generally, stock will be considered marketable stock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations. A class of stock is regularly traded during any calendar year during which the class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter (subject to special rules for the year and quarter in which the International Offering occurs). A qualified exchange includes a non-U.S. securities exchange that is regulated or supervised by a governmental authority of the country in which the securities exchange is located and meets certain trading, listing, financial disclosure and other requirements set forth in U.S. Treasury regulations. It is unclear whether the EGX would be treated as a “qualified exchange” for these purposes. If the Company’s stock qualifies as “marketable stock”, a U.S. Holder who elects mark-to-market treatment will recognize ordinary income or loss in each year on the difference between the fair market value of the Shares and the U.S. Holder’s adjusted basis in the Shares. Any such ordinary loss will be limited to the net amounts of ordinary income previously included as a result of the mark-to-market election. A mark-to- market election may not be made with respect to the stock of any Subsidiary PFIC. Hence, a mark-to- market election will not be effective to eliminate the application of the default PFIC rules, described above, with respect to deemed dispositions of Subsidiary PFIC stock, or excess distributions with respect to a Subsidiary PFIC. U.S. Holders should consult their tax advisors in relation to the availability of the mark-to- market election. U.S. Holders should consult their tax advisors concerning the U.S. federal income tax consequences of holding the Shares if the Company were considered to be a PFIC, including reporting requirements.

Medicare Tax Certain U.S. Holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income”, which may include all or a portion of any income derived from ownership of Shares (including any such income treated as “qualified dividend income”, discussed above). Each U.S. Holder that is an individual, estate or trust should consult its tax advisors regarding the potential applicability of the Medicare tax to income derived from an investment in Shares.

Backup Withholding and Information Reporting Payments of dividends and other proceeds made by a U.S. paying agent or other United States-related intermediary in relation to Shares may be subject to information reporting to the IRS and to backup withholding (currently at a rate of 24%). Backup withholding will not apply, however, (a) to a holder who furnishes a correct taxpayer identification number and makes any other required certification or (b) to a holder who is otherwise exempt from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a credit or refund against the holder’s U.S. federal income tax, provided that the required information is timely furnished to the IRS and the appropriate claim is timely filed.

132 Foreign Asset Reporting Certain U.S. Holders, including individuals and certain entities, may be required to file Form 8938 (Statement of Specified Foreign Financial Assets) with an annual U.S. federal income tax return reporting information relating to ownership of Shares unless an exception to reporting applies (including an exception for Shares held in certain accounts maintained by U.S. financial institutions). A U.S. Holder that purchases Shares for cash will be required to file an IRS Form 926 or similar form with the IRS if, among other things, the amount of cash transferred by such person (or any related person) to Issuer during the 12-month period ending on the date of such transfer exceeds $100,000. U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to ownership and disposition of Shares. U.S. and Non-U.S. Holders should consult their tax advisors regarding any reporting obligations that may arise with respect to the acquisition, ownership or disposition of the Shares. Failure to comply with applicable reporting requirements could result in substantial penalties. The above discussion is not intended to constitute a complete analysis of all tax consequences and considerations in connection with an investment in Shares. All prospective purchasers of Shares should consult their tax advisors concerning the tax consequences applicable to their particular situation.

133 PLAN OF DISTRIBUTION

CI Capital Investment Banking, Renaissance Capital and First Abu Dhabi Bank are acting as the Joint Bookrunners of the International Offering. Subject to the terms and conditions stated in the underwriting agreement among the Company, the Selling Shareholder and the Joint Bookrunners, dated the Pricing Date (the Underwriting Agreement) the Selling Shareholder has agreed to sell, at the Offer Price, the International Offer Shares to be sold by it in the International Offering, and the Joint Bookrunners have agreed severally, and not jointly or jointly and severally, to use best efforts to procure purchasers for the International Offer Shares (in such proportions as set out in the Underwriting Agreement) being sold pursuant to the International Offering at the Offer Price. None of the Joint Bookrunners will have any obligation to procure purchasers for, or to purchase, any of the Egyptian Retail Offer Shares. 357,822,200 Combined Offer Shares are being offered in the Combined Offering. 339,931,090 International Offer Shares are being offered in the International Offering pursuant to this Offering Circular. In addition, 17,891,110 Egyptian Retail Offer Shares are being offered in the Egyptian Retail Offer. In addition, the Sole Global Coordinator has the right to reallocate Shares from the Egyptian Retail Offering to the International Offering and vice-versa, subject to obtaining required regulatory approvals. Purchasers of International Offer Shares may not purchase Egyptian Retail Offer Shares. The Underwriting Agreement provides that the obligations of the Joint Bookrunners pursuant to the Underwriting Agreement are subject to the satisfaction of certain legal matters and certain other conditions. In the event that any of these conditions are not satisfied, the Underwriting Agreement may be terminated and the Joint Bookrunners released from their obligations. These conditions include, among others, the absence of any breach of warranty under the Underwriting Agreement and approval of trading of the Shares on the EGX occurring prior to the Closing Date (or such later time and/or date as the Joint Bookrunners may agree with the Company). In addition, the Joint Bookrunners have the right to terminate the Underwriting Agreement, exercisable in certain circumstances, prior to the commencement of trading of the Shares on the EGX. Following completion of the Combined Offering, the direct and indirect shareholders of the Selling Shareholder are being given the opportunity to hold their proportionate beneficial interests in the Shares in the Company directly. Subject to the completion of certain regulatory procedures, the FRA has the right to waive the application of the Mandatory Lock-up to permit such direct holding of the Shares bearing the same Mandatory Lock-up in addition to waiving the mandatory tender offer, as an exception in accordance with Article 357 of the Executive Regulations of the CML, on such restructuring effected on the level of the Selling Shareholder. The direct and indirect shareholders of the Selling Shareholder who wish to hold their beneficial interests in the Shares in the Company directly, will apply for the approval of the FRA within one year of the commencement of trading of the Shares on the EGX. Any such underlying shareholders who wish to restructure their beneficial holdings in the Company in this manner will be required to comply with certain requirements, including entering into a deed of adherence pursuant to which they agree to assume their pro rata share of the Selling Shareholder’s obligations and liabilities under the Underwriting Agreement. In addition, they will be subject to the Mandatory Lock-up. Prior to the Combined Offering, there has been no public market for the Shares. The Offer Price has been determined following a book-building process conducted in connection with the International Offering. Due to the absence of any relevant trading history, the Offer Price in the Combined Offering may not reflect future share performance. Investors should not view the Offer Price in the Combined Offering as any indication of the price that will prevail in the trading market. No guarantee can be given that an active trading market in the Company’s Shares will develop and continue after the Combined Offering. If an active trading market does not develop, the liquidity and price of the Shares may be adversely affected. Each of the Company and the Selling Shareholder has given certain representations, warranties and undertakings, subject to certain limitations, to the Joint Bookrunners. Each of the Company and the Selling Shareholder has agreed to indemnify the Joint Bookrunners against certain liabilities, including, in the case of the Company, liabilities under the Securities Act, or to contribute to payments that the Joint Bookrunners may be required to make because of any of those liabilities. The Company and the Selling Shareholder are subject to lock-up provisions, which are further described in the paragraph below.

134 The parties to the Underwriting Agreement have given certain covenants to each other, including regarding compliance with laws and regulations affecting the making of the International Offering in relevant jurisdictions. The Shares have not been and will not be registered under the Securities Act or any state securities laws of the United States and may not be offered or sold within the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

Cornerstone Investor On 11 December 2020, the Company, the Selling Shareholder and the Sole Global Coordinator received a Share Purchase Commitment Letter from Frontier Investment Management Partners Ltd (acting on behalf of one or more of its clients), as Cornerstone Investor, pursuant to which the Cornerstone Investor has committed to purchase International Offer Shares in the International Offering, and the Selling Shareholder has agreed to sell, and procure the transfer of, International Offer Shares to the Cornerstone Investor at the Offer Price. The commitment of the Cornerstone Investor pursuant to the Share Purchase Commitment Letter amounts to USD 30 million. The Share Purchase Commitment Letter is conditional upon certain conditions being satisfied, including the closing of the Combined Offering, and will terminate automatically upon the earlier of (i) the termination of the Underwriting Agreement (as defined herein) and (ii) 10 April 2021 (or such other date as may be agreed among the Company, the Selling Shareholder, the Sole Global Coordinator and the Cornerstone Investor). Furthermore, the Share Purchase Commitment Letter will be terminated in the event of the occurrence of any significant adverse change in the financial or trading position of the Company. In addition, in the event that the valuation of the Company exceeds the investment limits determined by the Cornerstone Investor and set out in the Share Purchase Commitment Letter, the Cornerstone Investor’s commitment shall be subject to reconfirmation thereby. The Share Purchase Commitment Letter contains standard representations and warranties from the Cornerstone Investor, the Company and the Selling Shareholder. The Cornerstone Investor will acquire the Offer Shares pursuant to, and as part of, the International Offering. No special rights have been granted to the Cornerstone Investor as part of its commitment to purchase Offer Shares pursuant to the Share Purchase Commitment Letter. The Cornerstone Investor has agreed that, without the prior written consent of the Sole Global Coordinator, it will not, directly or indirectly, at any time during the period of 90 days after the Closing Date, sell, pledge, offer, transfer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer (either conditionally or unconditionally, or directly or indirectly or otherwise) of, any of the Offer Shares acquired through the International Offering, or enter into any other agreement or arrangement having a similar economic effect, or publicly announce an intention to effect any such transaction.

Lock-up Provisions Pursuant to the EGX Listing Rules, and subject to certain limited exceptions, the Company is required to lock up 51% of the Shares held by the principal shareholders holding 10% or more (whether directly or through related parties) for the later of 24 months or two full financial years following commencement of trading of the Shares. In the event the locked up shares represent less than 25% of the Company’s issued share capital, the remaining percentage to 25% shall be completed by board of directors’ shareholding among other shareholders (the Mandatory Lock-up). During the Mandatory Lock-up period, the Company can increase its share capital; however, the percentage of locked-up Shares cannot decrease during this period, except for any free shares resulting from such capital increases. The Selling Shareholder will comply with the Mandatory Lock-up requirement following completion of the Combined Offering. Any transfers of Shares to the Selling Shareholder’s underlying shareholders effected by the Selling Shareholder following the Combined Offering will result in those shareholders holding Shares which will be locked up for the period of the Mandatory Lock-up. In addition, the Company has agreed that for a period of 180 days from the date of the Underwriting Agreement, it will not (whether directly or indirectly), without the prior written consent of the Sole Global Coordinator, issue, offer, pledge, sell, contract to sell or otherwise dispose of any ordinary shares (including treasury shares) or securities convertible into ordinary shares, subject to an exception for any shares issued pursuant to an employee stock option plan.

135 Stabilization There will be no Stabilization activities undertaken in connection with the International Offering. In connection with the Egyptian Retail Offering, the Stabilizing Manager may effect transactions in the Shares with a view to supporting or maintaining the market price of the Shares at a level higher than that which might have otherwise prevailed in the open market. The Selling Shareholder will finance an amount equal to 100% of the gross proceeds of the sale of the Egyptian Retail Offer Shares sold in the Egyptian Retail Offering at the Offer Price Stabilization Fund and make such funds available to the Stabilizing Manager one day prior to commencement of trading. During the Stabilization Period (i.e. the period beginning on the date of the commencement of trading of Shares on the EGX and ending 30 days after that date), purchasers of Egyptian Retail Offer Shares in the Egyptian Retail Offering may submit sell orders and the Stabilizing Manager will submit an open purchase order for Shares at the Offer Price, which will remain open until the end of the Stabilization Period. At the end of the Stabilization Period, the open purchase order submitted by the Stabilizing Manager will be matched with the sale orders and executed on the EGX. The Stabilizing Manager will, at the end of the Stabilization Period, remit to the Selling Shareholder any funds then remaining in the Stabilization Fund and will transfer to the Selling Shareholder any remaining Shares purchased during the Stabilization Period using the Stabilization Fund. If some or all underlying direct or indirect shareholders of the Selling Shareholder had, subject to obtaining the regulatory approvals required to transfer their proportionate beneficial interests in the Shares in the Company, become direct shareholders of the Company before the lapse of the Stabilization Period, the abovementioned funds and/or Shares will be transferred to the Selling Shareholder and/or such underlying direct or indirect shareholders pro-rata to their respective shareholdings in the Company following such transfer. The Stabilizing Manager will disclose any such Stabilization transactions to the EGX at the end of the Stabilization Period.

Certain Relationships and Conflicts of Interests CICH (parent company of the Sole Global Coordinator), together with other co-investors through EGY EDU Invest B.V., holds 60% of the shares of Sphinx Obelisk B.V., the Selling Shareholder. As of the date of the Combined Offering, CICH holds an effective ownership of 16.4% in the Company. Additionally, a number of the Company’s Directors are and may continue to be related to CICH, CI Capital Investment Banking and its and their affiliates.

136 SELLING AND TRANSFER RESTRICTIONS

Selling Restrictions The distribution of this Offering Circular and the offer of the Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this Offering Circular comes should inform themselves about and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Other than in relation to the Egyptian Retail Offering, no action has been or will be taken in any jurisdiction that would permit a public offering of the Shares offered in the Combined Offering, or possession or distribution of this Offering Circular or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Shares may not be offered or sold, directly or indirectly, and neither this Offering Circular, nor any other offering material or advertisement in connection with the Shares may not be distributed or published in or from any country or jurisdiction except in circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this Offering Circular comes should inform themselves about and observe any restrictions on the distribution of this Offering Circular and the offer, subscription and sale of Shares offered in the Combined Offering, including, without limitation, those in the next following paragraphs. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Offering Circular does not constitute an offer to subscribe for or purchase any of the Shares offered in the Combined Offering to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Dubai International Financial Centre This Offering Circular relates to Shares which are not subject to any form of regulation or approval by the Dubai Financial Services Authority (DFSA). This Offering Circular is intended for distribution only to persons of a type specified in the DFSA’s Rules (i.e. “Professional Clients”) and, therefore, must not be delivered to, or relied on by, any other type of person. This Offering Circular is for the exclusive use of the Professional Clients to whom it is distributed in the context of the Combined Offering. The DFSA has no responsibility for reviewing or verifying this Offering Circular or other documents in connection with the Combined Offering. Accordingly, the DFSA has not approved this Offering Circular or any other associated documents nor taken any steps to verify the information set out in this Offering Circular, and has no responsibility for it. The Shares may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Shares should conduct their own due diligence on the Shares. If you do not understand the contents of this Offering Circular, you should consult an authorized financial advisor.

United Kingdom No Combined Offer Shares have been offered or will be offered pursuant to the Combined Offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Combined Offer Shares which has been approved by the Financial Conduct Authority, except that the Combined Offer Shares may be offered to the public in the United Kingdom at any time: (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or (c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (FSMA), provided that no such offer of the Combined Offer Shares shall require the Company or any Joint Bookrunner to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Combined Offer Shares in the United Kingdom means the

137 communication in any form and by any means of sufficient information on the terms of the offer and any Combined Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Combined Offer Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

European Economic Area In relation to each Member State of the EEA (each, a Relevant Member State), no Combined Offer Shares have been offered or will be offered pursuant to the Combined Offering to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Combined Offer Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation, except that offers of Combined Offer Shares may be offered to the public in that Relevant State at any time: * to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; * to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or * in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Combined Offer Shares shall require the Company or any Joint Bookrunner to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression “offer to the public” in relation to the Combined Offer Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Combined Offer Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Combined Offer Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Egypt The Shares may not be offered or sold in any form of general solicitation or general advertising or in a public offering in Egypt, unless the pre-approval of the FRA and EGX has been obtained. Shares offered or sold in the Combined Offering may only be offered or sold in Egypt: (a) in connection with the Egyptian Retail Offering pursuant to the Public Subscription Notice; or (b) by way of a private placement to qualified investors in accordance with applicable Egyptian laws and regulations, including, without limitation, the applicable provisions of the CML, its Executive Regulations and the provisions of the FRA Directive No. 48. Each purchaser of International Offer Shares offered in Egypt will be deemed to have represented that it is an qualified investor within the meaning of the CML and the FRA Directive No. 48.

South Africa In South Africa, the International Offering will only be made by way of private placement to, and be capable of acceptance by (i) persons falling within the exemptions set out in section 96(1)(a) and/or (ii) selected persons, acting as principal, acquiring Shares for a contemplated total acquisition cost of R1 million or more, as envisaged in section 96(1)(b), of the South African Companies Act, 2008 (South African Companies Act) and to whom the International Offering will specifically be addressed (South African Qualifying Investors) and this Offering Circular is only being made available to such South African Qualifying Investors. The International Offering and this Offering Circular do not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and to subscribe for, Shares to the public as defined in the South African Companies Act and will not be made or distributed, as applicable, to any person in South Africa in any manner which could be construed as an offer to the public in terms of the South African Companies Act. Should any person who is not a South African Qualifying Investor receive this Offering Circular, they should not and will not be entitled to acquire any Shares or otherwise act thereon. This Offering Circular does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act or an advertisement in terms of section 98 of the South African Companies Act. Accordingly, this Offering Circular does not comply with the substance and form requirements for prospectuses or advertisements set out in the South African Companies Act and the South African

138 Companies Regulations of 2011 and has not been approved by, and/or registered with, the South African Companies and Intellectual Property Commission, or any other South African authority. The information contained in this Offering Circular constitutes factual information as contemplated in section 1(3)(a) of the FAIS Act and should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction in respect of the Shares is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Offering Circular should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa.

Switzerland Neither this Offering Circular nor any other offering or marketing material relating to the International Offer Shares constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland, and neither this Offering Circular nor any other offering or marketing material relating to the International Offer Shares may be publicly distributed or otherwise made publicly available in Switzerland. Neither this Offering Circular, nor any other offering or marketing material relating to the International Offering, nor the Company, nor the International Offer Shares, has been or will be filed with or approved by any Swiss regulatory authority. The International Offer Shares are not subject to the supervision by any Swiss regulatory authority, including the Swiss Financial Market Supervisory Authority FINMA, and investors in the International Offer Shares will not benefit from protection of or supervision by such authority.

United Arab Emirates (excluding Dubai International Finance Center and Abu Dhabi Global Market) The offering of Shares has not been approved or licensed by the UAE Central Bank, the UAE Securities and Commodities Authority (SCA) or any other relevant licensing authorities in the UAE, and accordingly does not constitute a public offer of securities in the UAE in accordance with the commercial companies law, Federal Law No. 2 of 2015 (as amended), SCA Resolution No. 3 R.M. of 2017 Regulating Promotions and Introductions or otherwise. Accordingly, the Shares may not be offered to the public in the UAE. This Offering Circular is strictly private and confidential and is being issued to a limited number of institutional and individual investors: (c) who fall within with the exceptions set out in SCA Resolutions No. 3 R.M. of 2017 (Qualified Investors excluding natural persons); (d) upon their request and confirmation that they understand that the Shares have not been approved or licensed by or registered with the UAE Central Bank, the SCA, or any other relevant licensing authorities or governmental agencies in the UAE; and (e) must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose.

United Kingdom In the United Kingdom, this Offering Circular is only addressed to, and directed at, persons who are qualified investors (as defined in the Prospectus Regulation) (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), and/or (b) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). The Shares are only available in the United Kingdom to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire Share in the United Kingdom will be engaged in only with, Relevant Persons. Any person in the United Kingdom who is not a Relevant Person should not act or rely on this Offering Circular or any of its contents.

United States This Offering Circular is not a public offering (within the meaning of the U.S. Securities Act) of securities in the U.S. The Shares have not been, and will not be, registered under the U.S. Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the U.S. and may not be offered or sold in the U.S. except pursuant to an exemption from, or in transactions not subject to, the registration

139 requirements of the U.S. Securities Act and applicable state or other securities laws. Accordingly, the Company and the Selling Shareholder may offer Shares: (a) in the U.S. only to persons reasonably believed to be QIBs as defined in and pursuant to Rule 144A; and (b) outside the U.S. in offshore transactions in reliance on Regulation S. In addition, until 40 days after the commencement of the International Offering, any offer or sale of Shares within the United States by a dealer, whether or not participating in the International Offering, may violate the registration requirements of the Securities Act if that offer or sale is made otherwise than pursuant to an exemption from registration under the Securities Act.

Purchasers in the United States Each purchaser who acquires Shares within the U.S., by accepting delivery of this Offering Circular and the Shares, will be deemed to have represented, agreed and acknowledged each of the following matters: (a) It is, and at the time of its purchase of any Shares will be, a QIB within the meaning of Rule 144A. (b) The Shares have not been, nor will they be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the U.S., that sellers of the Shares may be relying on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A, and that the Shares may not be offered or sold, directly or indirectly, in the U.S., other than in accordance with the selling restrictions set out in this Offering Circular. (c) It is purchasing the Shares: (i) for its own account; or (ii) for the account of one or more other QIBs for which it is acting as duly authorized fiduciary or agent with sole investment discretion with respect to each such account and with full authority to make the acknowledgements, representations and agreements wherein with respect to each such account (in which case it hereby makes such acknowledgments, representations and agreements on behalf of such QIBs as well), in each case for investment and not with a view to any resale or distribution of any such Shares in violation of U.S. securities laws. (d) Offers and sales of the Shares are being made in the U.S. only to QIBs in transactions not involving a public offering or which are exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and that if in the future it or any such other QIB for which it is acting or any other fiduciary or agent representing such investor, decides to offer, sell, deliver, pledge or otherwise transfer any Shares, it or any such other QIB and any such fiduciary or agent will do so only: (i) to a person that the seller and any person acting on its behalf reasonably believe is a QIB within the meaning of Rule 144A purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A; (ii) outside the U.S. in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act; (iii) in accordance with Rule 144 under the U.S. Securities Act; or (iv) pursuant to an effective registration statement under the U.S. Securities Act, and in each case in accordance with any applicable securities law of any state or territory of the U.S. and of any other jurisdiction. The purchaser understands that no representation can be made as to the availability of the exemption provided by Rule 144 under the U.S. Securities Act for the resale of the Shares. (e) For so long as the Shares are “restricted securities” within the meaning of Rule 144A(a)(3) of the U.S. Securities Act, no such shares may be deposited into any unrestricted depositary receipt facility established or maintained by a depositary bank. (f) The Shares will not settle or trade through the facilities of DTCC or any other U.S. clearing system. (g) The Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect: The Shares represented hereby have not been, and will not be, registered under the U.S. Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the U.S. and may not be offered, sold, pledged or otherwise transferred except: (i) to a person that the seller and any person acting on its behalf reasonably believe is a QIB within the meaning of Rule 144A purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of

140 Rule 144A; (ii) outside the U.S. in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act; (iii) in accordance with Rule 144 under the U.S. Securities Act; or (iv) pursuant to an effective registration statement under the U.S. Securities Act, and in each case in accordance with any applicable securities law of any state or territory of the U.S. and of any other jurisdiction. No representations can be made as to the availability of the exemption provided by Rule 144 for resales of the Shares represented hereby may not be deposited into any unrestricted depositary receipt facility in respect of the Shares established or maintained by a depositary bank. Each holder, by its acceptance of Shares, represents that it understands and agrees to the foregoing restrictions. (h) These representations and undertakings are required in connection with the securities laws of the U.S. and that the Company, the Selling Shareholder, their affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements, representations or agreements deemed to have been made by virtue of its purchase of Shares are no longer accurate, it will promptly notify the Company. (i) Any resale made other than in compliance with the above stated restrictions shall not be recognized by the Company.

Purchasers outside the United States Each purchaser who acquires Shares outside the U.S., by accepting delivery of this Offering Circular and the Shares, will be deemed to have represented, agreed and acknowledged each of the following matters: (a) The Shares have not been, nor will they be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the U.S. (b) It is acquiring such Shares in an offshore transaction meeting the requirements of Regulation S. (c) It is not an affiliate of the Company as defined in Rule 405 under the U.S. Securities Act or a person acting on behalf of such an affiliate. The Company, the Selling Shareholder, their affiliates and others will rely upon truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that, if any of such acknowledgements, representations or agreements deemed to have been made by virtue of its purchase of Shares are no longer accurate, it will promptly notify the Company, and if it is acquiring any Shares as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

141 SETTLEMENT AND CLEARANCE ON THE EGX

In Egypt, MCDR is responsible for applying the central depository system, effecting central registry of securities traded in EGX and facilitating securities trading on dematerialized shares. MCDR also aims at undertaking clearing and settlement on securities traded in the capital market and applying the delivery- versus-payment basis. Egypt is a beneficiary owner market. Accordingly, all investors in Shares must have established a valid client- specific custody account with a local custodian within Egypt and must have a unique, personalized stock exchange code for the EGX (a Unified Code), which is used to distinguish each of the investors dealing in the market with a code that he/she uses for trading. Before investors can trade listed or un-listed securities (OTC), each investor must have a trading account with one of the licensed brokerage firms by the FRA and the membership department at EGX. Investors will need to provide, among other things, information as to their legal name and any sub-account details, together with details of their custody account and their Unified Code when submitting a request for an allocation of Shares. Accordingly, requests for an allocation of Shares can only be taken from an investor if such investor already has a valid custody account open with an Egyptian custodian. Investors should contact their global custodian to set up a custody account in Egypt to ensure that investors’ accounts have the volume offered in case of selling and to transfer them to the buyer. It can take up to two weeks to set up such an account. All transfers of ownership of the Shares must be effected on the EGX by an FRA-licensed broker. Brokers must ensure that customers’ have sufficient balance in case of a selling order; they must also ensure that the necessary funds at the buyer before the execution of the trade. Ownership of the Shares will be shown on, and the transfer of that ownership will be executed on the EGX books and will be effected through the records of MCDR. A transfer of Shares will settle in same day funds. Institutional investors will instruct their custodians to purchase the shares at T+1. Settlement of share transfers on the EGX occurs on a delivery-versus-payment basis, with transfers of dematerialized securities such as the Shares settling at T+2. Non-Egyptian purchasers of Shares must arrange for their Shares to be delivered to a custodian authorized by the FRA (a Local Custodian) to hold dematerialized Shares. The Local Custodian designated by the purchaser will hold the Shares in accordance with the purchaser’s instructions. Subject to compliance with the transfer restrictions set forth herein, purchasers of the Shares wishing to sell their Shares must instruct an EGX-licensed broker to block such Shares. The broker then effects such sale through the EGX who will register such transfer on the registry. None of the Company, the Selling Shareholder, the Joint Bookrunners will have any responsibility for the performance by the Local Custodians or their agents of their respective obligations under the rules and procedures governing their operations. A computerized trading system at the EGX allows for automatic electronic matching of bids and offers. The electronic trading system links the EGX and allows brokers remote access to the trading floor. It also links all independent custody activities to MCDR, which helps ensure greater speed and efficiency in the settlement process. Trading on the EGX takes place between 10:00 a.m. and 2:30 p.m., Sunday through Thursday, excluding official public holidays. During each trading session following the first day of trading for an initial public offering, the price of the stocks is restricted to a 10% ceiling and floor from its previous closing price. The EGX removes on a case by case basis the price restrictions on the request of a broker who is willing to effect a transaction above the ceiling or below the floor, provided the pricing committee at the EGX approves. The closing price of traded shares is determined by calculating a volume-weighted average price of the traded shares for the session. Cumulative transactions below 100 shares do not affect the closing price of the relevant underlying security. Brokerage commissions for transactions are not fixed by the EGX or other regulatory bodies, but instead vary depending on the size of the transaction and the brokerage house executing the trade.

142 LEGAL MATTERS

Certain legal matters in connection with the Combined Offering will be passed upon for the Company with respect to United States laws and the laws of England and Wales by Norton Rose Fulbright LLP and with respect to Egyptian law by Matouk Bassiouny & Hennawy. Certain legal matters in connection with the Combined Offering will be passed upon for the Joint Bookrunners with respect to United States laws and the laws of England and Wales by White & Case LLP and with respect to Egyptian law by MHR & Partners in association with White & Case LLP.

143 INDEPENDENT AUDITORS

The special purpose consolidated financial statements of the Group as at 31 August 2020, 2019 and 2018 and for each of the three years ended 31 August 2020, 2019 and 2018 and the special purpose interim consolidated financial statements of the Group as at 30 November 2020 and for the three-month period ended 30 November 2020, included in this Offering Circular have been audited by PricewaterhouseCoopers, independent auditors, as stated in their auditors’ reports (which contain emphasis of matter paragraphs drawing attention to Note 2-A-1 to the Group Financial Statements describing the change in the Group’s financial year which resulted in Management’s preparation of the Group Financial Statements for inclusion in the Company’s Public Subscription Notice in connection with the Listing) included in this Offering Circular.

144 INDEX TO FINANCIAL STATEMENTS

Audited special purpose consolidated financial statements for the years ended 31 August, 2018, 2019 and 2020

Auditors’ report ...... F-3 Special purpose consolidated statement of financial position ...... F-5 Special purpose consolidated statement of profit or loss ...... F-6 Special purpose consolidated statement of comprehensive income...... F-7 Special purpose consolidated statement of changes in equity ...... F-8 Special purpose consolidated statement of cash flows...... F-9 Notes to the special purpose consolidated financial statements...... F-10

Audited special purpose interim consolidated financial statements for the three-month period ended 30 November 2020

Auditors’ report ...... F-55 Special purpose interim consolidated statement of financial position ...... F-57 Special purpose interim consolidated statement of profit or loss ...... F-58 Special purpose interim consolidated statement of comprehensive income ...... F-59 Special purpose consolidated statement of changes in equity ...... F-60 Special purpose interim consolidated statement of cash flows ...... F-61 Notes to the special purpose interim consolidated financial statements ...... F-62

145 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E. AND ITS SUBSIDIARIES

AUDITORS’ REPORT AND SPECIAL PURPOSE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 AUGUST 2018, 2019 and 2020

F-1 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

Index Page

Auditor's report 1 - 2

Special purpose consolidated statement of financial position 3

Special purpose consolidated statement of profit or loss 4

Special purpose consolidated statement of comprehensive income 5

Special purpose consolidated statement of changes in equity 6

Special purpose consolidated statement of cash flows 7

Notes to the special purpose consolidated financial statements 8 - 50

F-2 Auditor's report

To the Board of Directors of Taaleem Management Services Company S.A.E.

Report on the special purpose consolidated financial statements

We have audited the accompanying special purpose consolidated financial statements of Taaleem Management Services Company S.A.E (the “Parent Company”) and its subsidiaries (“the Group”), which comprise the special purpose consolidated statement of financial position as at 31 August 2018, 2019 and 2020 and the special purpose consolidated statements of profit or loss, comprehensive income, changes in shareholders’ equity and cash flows for the financial years then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the special purpose consolidated financial statements

These special purpose consolidated financial statements are the responsibility of the Group’s management. Management is responsible for the preparation and fair presentation of these special purpose consolidated financial statements in accordance with Egyptian Accounting Standards and in light of the prevailing Egyptian laws and regulations. Management's responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of special purpose consolidated financial statements that are free from material misstatement, whether due to fraud or error. Management's responsibility also includes selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these special purpose consolidated financial statements based on our audit. We conducted our audit in accordance with Egyptian Standards on Auditing and in light of the prevailing Egyptian laws. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the special purpose consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the special purpose consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the special purpose consolidated financial statements 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the special purpose consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these special purpose consolidated financial statements.

F-3 F-4 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special puspose consolidated statement of financial position - At 31 August 2018, 2019 and 2020

(All amounts in Egyptian Pound)

Note 2020 2019 2018

Non-current assets Fixed assets 5 651,326,133 503,453,960 431,896,299 Intangible assets 6 522,326,711 522,606,820 521,813,997 Trade and other receivables 8 17,118,386 17,690,614 - Total non-current assets 1,190,771,230 1,043,751,394 953,710,296 Current assets Inventories 7 5,058,857 6,485,303 6,865,289 Trade and other receivables 8 21,742,954 32,177,929 26,650,295 Due from related parties 9 3,498,963 3,659,584 8,684,305 Cash and bank balances 10 172,411,849 275,119,412 207,787,175 Treasury bills 11 156,667,952 - - Total current assets 359,380,575 317,442,228 249,987,064 Total assets 1,550,151,805 1,361,193,622 1,203,697,360 Equity Paid up capital 12 730,250,000 250,000 62,500 Legal reserve 13 125,000 125,000 125,000 Retained earnings 351,770,583 226,676,974 129,084,411 Capital and reserves attributable to 1,082,145,583 227,051,974 129,271,911 owners of the Parent Company Non-controlling interests 14 8,867,782 7,557,488 7,443,238 Total equity 1,091,013,365 234,609,462 136,715,149

Non-current liabilities Deferred tax liabilities 15 100,151,148 99,950,532 101,067,980 Trade and other payables 17 54,132,219 - - Total non-current liabilities 154,283,367 99,950,532 101,067,980 Current liabilities Provisions 16 5,623,614 738,802,931 739,622,224 Trade and other payables 17 74,150,746 47,882,618 37,692,924 Deferred revenue 17 (a) 178,999,459 210,952,467 156,375,238 Due to related parties 9 32,880 32,880 10,468,337 Current income tax liability 19 46,048,374 28,962,732 21,755,508 Total current liabilities 304,855,073 1,026,633,628 965,914,231 Total liabilities and equity 1,550,151,805 1,361,193,622 1,203,697,360 The accompanying notes on pages 8 - 50 form an integral part of these special puspose consolidated financial statements. Auditor’s report attached

______Mr. Khaled Khater Eng. Mohamed El Rashidi Group Chief Financial Officer Chief executive officer

20 January 2021

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F-5 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special puspose consolidated statement of profit or loss For the years ended 31 August 2018, 2019 and 2020

(All amounts in Egyptian Pound)

Note 2020 2019 2018

Operating revenue 20 450,235,443 354,248,596 273,585,969 Operating costs 21 (156,127,033) (136,088,594) (109,822,394) 294,108,410 218,160,002 163,763,575

General and administrative expenses 22 (106,437,997) (92,784,539) (95,731,474) Provisions formed 16 (1,000,000) (571,229) (1,390,522) Other income 2,269,814 3,412,689 2,424,928 Operating profit 188,940,227 128,216,923 69,066,507

Finance income - net 24 15,739,594 16,864,113 15,960,550 Profit before tax 204,679,821 145,081,036 85,027,057 Current tax expense 25 (60,435,257) (36,039,622) (21,269,597) Deferred tax (expense) / income 15 (200,616) 1,117,448 (1,490,252) Profit for the year 144,043,948 110,158,862 62,267,208

Profit is attributable to Owner's of the Parent Company 142,387,750 110,077,112 61,734,064 Non-controlling interests 14 1,656,198 81,750 533,144 Profit for the year 144,043,948 110,158,862 62,267,208

Earning per share Basic and diluted earning per share 26 4.10 4,110 1,970

The accompanying notes on pages 8 - 50 form an integral part of these special puspose consolidated financial statements.

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F-6 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special puspose consolidated statement of comprehensive income For the years ended 31 August 2018, 2019 and 2020

(All amounts in Egyptian Pound)

2020 2019 2018

Profit for the year 144,043,948 110,158,862 62,267,208 Other comprehensive income - - - Total comprehensive income for the year 144,043,948 110,158,862 62,267,208

Total comprehensive income is attributable to: Owner's of the Parent Company 142,387,750 110,077,112 61,734,064 Non-controlling interests 1,656,198 81,750 533,144 Total comprehensive income for the year 144,043,948 110,158,862 62,267,208

The accompanying notes on pages 8 - 50 form an integral part of these special puspose consolidated financial statements.

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F-7 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special puspose consolidated statement of changes in equity For the years ended 31 August 2018, 2019 and 2020

(All amounts in Egyptian Pound) Attributable to owners of Taaleem Management Services S.A.E. Non- Legal Retained controlling Note Paid-up capital reserve earnings Total interest Total equity

Balance at 1 September 2017 62,500 125,000 67,350,347 67,537,847 6,910,094 74,447,941 Total comprehensive income for the year - - 61,734,064 61,734,064 533,144 62,267,208 Balance at 31 August 2018 62,500 125,000 129,084,411 129,271,911 7,443,238 136,715,149 Balance at 1 September 2018 62,500 125,000 129,084,411 129,271,911 7,443,238 136,715,149 Capital increase during the year 187,500 - - 187,500 - 187,500 F-8 Establishment of a new subsidiary 14 - - - - 32,500 32,500 Profit share distribution to employees - (12,484,549) (12,484,549) - (12,484,549) Total comprehensive income for the year - - 110,077,112 110,077,112 81,750 110,158,862 Balance at 31 August 2019 250,000 125,000 226,676,974 227,051,974 7,557,488 234,609,462 Balance at 1 September 2019 250,000 125,000 226,676,974 227,051,974 7,557,488 234,609,462 Profit share distribution to employees - - (7,336,554) (7,336,554) - (7,336,554) Tax on dividends related to expected distribution to - - (8,270,991) (8,270,991) - (8,270,991) shareholders Capital increase during the year 12 730,000,000 - - 730,000,000 - 730,000,000 Acquisition of non-controlling interests in Nahda University 14 LP - - (549,561) (549,561) (1,450,439) (2,000,000) Acquisition of non-controlling interests in Nahda University 14 for Education Services Management - - (1,137,035) (1,137,035) 1,104,535 (32,500) Total comprehensive income for the year - - 142,387,750 142,387,750 1,656,198 144,043,948 Balance at 31 August 2020 730,250,000 125,000 351,770,583 1,082,145,583 8,867,782 1,091,013,365

The accompanying notes on pages 8 - 50 form an integral part of these special puspose consolidated financial statements.

- 6 - TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special puspose consolidated statement of cash flows For the years ended 31 August 2018, 2019 and 2020

(All amounts in Egyptian Pound) Note 2020 2019 2018 Cash flows from operating activities Profit before tax 204,679,821 145,081,036 85,027,057 Adjustments for: Depreciation 5 41,886,852 37,307,577 32,805,839 Amortisation 6 280,109 182,977 97,500 Provisions formed 16 1,000,000 571,229 1,390,522 Impairment of payment for investment - - 14,192,008 Provisions used 16 (3,915,849) (1,390,552) - Impairment of due from related party 9 4,588,129 6,808,760 - Impairment of trade and other receivables 8 22,270 1,653,771 159,160 Write off trade and other receivables 8 - (207,714) - Gain on sale of fixed assets - (269,867) - Interest income 24 (16,383,734) (17,527,588) (15,956,269) Interest expenses 24 - - 183 Income tax paid 19 (43,349,615) (28,832,398) (17,701,973) Operating cash flows before changes in assets and liabilities 188,807,983 143,377,231 100,014,027 Changes in current and non-current assets and liabilities Inventories 1,426,446 379,986 (1,059,946) Trade and other receivables 10,934,090 (25,930,713) (12,699,584) Due from related parties (4,427,508) (1,784,039) (4,616,465) Trade and other payables 80,400,348 10,189,693 14,746,232 Deferred revenue (31,953,008) 54,577,229 33,617,218 Due to related parties - (10,435,457) 29,448

Net cash flows generated from operating activities 245,188,351 170,373,930 130,030,930 Cash flows from investing activities Payments to purchase fixed assets 5 (189,759,025) (108,935,895) (95,563,736) Payments to purchase intangiable assets 6 - (975,800) (769,758) Payments to acquire investments in subsidiaries - - (30,000) Proceeds from amounts paid under investments - - 5,763,361 Proceeds from sales of fixed assets - 340,525 - Interest received 16,434,576 18,794,026 16,590,353 Net cash flows used in investing activities (173,324,449) (90,777,144) (74,009,780) Cash flows from financing activities Capital increase 730,000,000 220,000 - Settlement of deferred consideration for the acquired (730,263,468) - - subsidiary 16 Profit share distribution to employees (7,336,554) (12,484,549) - Acquisition of non-controlling interests (2,032,500) - - Tax on dividends related to expected distribution to shareholders (8,270,991) - - Net cash flows used in financing activities (17,903,513) (12,264,549) - Net change in cash and cash equivalents during the year 53,960,389 67,332,237 56,021,150 Cash and cash equivalents at the beginning of the year 274,919,412 207,587,175 151,566,025

Cash and cash equivalents at the end of the year 10 328,879,801 274,919,412 207,587,175

The accompanying notes on pages 8 - 50 form an integral part of these special puspose consolidated financial statements. - 7 -

F-9 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

1. Introduction

Taaleem Management Services Company S.A.E ( the “Company”) was established on 8 September 2014 in accordance with Law No.159 of 1981 and its executive regulations under the name of Bisco Investment Company, which is changed on 3 July 2016 to be Taaleem Management Services Company S,A.E. The Company was registered in the commercial register under No. 96337. The Company's term is 25 years as of the date it is entered in the commercial register.

The Company's head office is located at 25 Abdel Moneim Riad St., Dokki, Giza.

The purpose of the Company is general trade, facilities and institutions services (management, operational, operational lease as a lessee or lessor, planning, marketing and facilities management), human resources management and training, quality assurance management, conferences and events management, general and educational consultancy services (except consultancy and advisory services in relation to stock exchanges, legal, capital increase & acquisition valuation, and capital market advisory listed under article 27 of capital market law and its executive regulations), private universities establishment and management, educational institutions management under law no. 12/2009, the company is allowed to acquire, merge, or partner with other companies to carry its purpose.

Currently, the Company’s parent is Sphinx obelisk B.V with (99.99%) and the ultimate controlling party is CI Capital Holding S.A.E. a shareholding company incorporated in Egypt. Prior to the acquisition transaction referred to below the ultimate controlling party was Thebes C.V. a shareholding company incorporated in the Netherlands (‘the Predecessor ultimate controlling party”).

On 22 September 2019, EgyEdu Invest B.V a shareholding company incorporated in the Netherlands (intermediary parent) acquired 60% of the shares of “Sphinx Obelisk” the parent of Taaleem Management Services, which is considered the leading Management service provider for private higher education institutions in Egypt and operates and controls the “Nahda University” in Bani Suif.

The special purpose consolidated financial statements were approved by the Board of Director on 20 January 2021.

2. Accounting policies

The principal accounting policies applied in the preparation of these special purpose consolidated financial statements are summarised below. They were applied consistently over the presented financial periods unless otherwise stated:

A. Basis of preparation of the special purpose consolidated financial statements

These special purpose consolidated financial statements have been prepared in accordance with Egyptian Accounting Standards (EASs) and the relevant laws, and on the basis of the historical cost convention.

The EASs require the reference to the International Financial Reporting Standards (IFRS) when there is no EAS, or legal requirements that explain the treatment of specific balances and transactions.

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F-10 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose consolidated financial statements (continued)

The Group presents its assets and liabilities in the statement of financial position based on current / non-current classification. The asset is classified as current when it is: * Expected to be realised or intended to be sold or used in normal operating course; * Held primarily for trading. * Expected to be realised within 12 months after the end of the reporting period, or * Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Otherwise, the assets are classified as non-current.

The liability is classified as current when: * It is expected to be settled in normal operating course; * Held primarily for trading. * Expected to be realised within 12 months after the end of the reporting period, or * The entity does not have an unconditional right to defer the settlement of the liability for at least twelve months after the end of the reporting period.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current.

The preparation of the special purpose consolidated financial statements in conformity with EASs requires the use of certain critical accounting estimates. It also requires the Group's management to exercise its judgement in the process of applying the Group’s accounting policies. Note (4) describes the significant accounting estimations and assumptions of these special purpose consolidated financial statements, as well as significant judgments used by the Group's management when applying the Group's accounting policies.

2-A-1) On 29 July 2019, the Extraordinary General Assembly of the Company has decided to change the financial years of the Parent Company to start on 1 September and end on 31 August instead of starting on 1 January and ending on 31 December of each year, as the revised financial year better reflects the Group's annual operational cycle, it being involved in educational activities. The Group had historically issued consolidated financial statements for the financial year ended 31 December 2018. The Group management has prepared these special purpose consolidated financial statements for the financial years ended 31 August 2018, 2019 and 2020, for inclusion in the Parent Company’s Public Subscription Notice in connection with the Parent Company’s listing on the Egyptian Stock Exchange.

Percentage of ownership in subsidiaries The Group consists of the below companies unless otherwise stated and the percentage of ownership in subsidiaries are as follows: Ownership interest held by Ownership interest of Country of the Group non-controlling interest incorporation 2020 2019 2018 2020 2019 2018

Nahda Education Services S.A.E. Egypt 99.99% 99.99% 99.99% 0.01% 0.01% 0.01% Nahda University LP & Nahda University Egypt 98.9% 98.73% 98.73% 1.1% 1.27% 1.27% Nahda University for Education and Management Services Company S.A.E. Egypt 99.9% 99.9% 48% 0.1% 0.1% 52%

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F-11 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose consolidated financial statements (continued)

Ownership interest held by the Group in Nahda University LP includes Nahda University business. All subsidiaries reporting dates are based on the educational and academic year (September till August each year). Subsidiaries prepared management accounts for the Group special purpose consolidated financial statements purpose.

On 11 August 2020 Taaleem Management Services acquired an additional 0.18% of Nahda LP for an EGP 2,000,000 consideration. After the transaction, Taaleem and Nahda Education SAE ownership in Nahda LP became 98.9%. Name of subsidiary Reporting date

Nahda Education Services S.A.E. 31 August 2020 Nahda University LP & Nahda University 31 August 2020 Nahda University for Education And Management Services S.A.E 31 August 2020

Financial information about the material subsidiary of the Group as follows: Nahda University LP & Nahda University Name of subsidiary 2020 2019 2018 Summarised balance sheet Current assets 243,899,940 274,445,862 168,763,489 Current liabilities 290,582,764 343,748,619 231,846,486 Current net assets (46,682,824) (69,302,757) (63,082,997) Non -current assets 580,493,630 424,603,055 321,360,005 Non-current liabilities 67,511,135 10,741,180 9,276,675 Non-current net assets 512,982,495 413,861,875 312,083,330 Net assets 466,299,671 344,559,118 249,000,333 Accumulated NCI 8,867,782 7,557,488 7,443,238

Nahda University LP & Nahda University Name of subsidiary 2020 2019 2018 Summarized statement of profit and loss Revenue 452,505,257 357,661,285 276,010,897 Profit for the period 128,355,344 94,342,955 41,318,673 Other comprehensive income - - - Total comprehensive income 128,355,344 94,342,955 41,318,673 Profit allocated to NCI 1,656,198 1,218,824 533,144

Nahda University LP & Nahda University Name of subsidiary 2020 2019 2018 Summarized statement of cash flows Cash flows from operating activities 165,899,602 201,762,576 164,249,787 Cash flows from investing activities (177,032,025) (103,650,766) (87,117,258) Cash flows from financing activities (8,270,989) - - Net (decrease) / increase in cash and cash equivalents (19,403,412) 98,111,810 77,132,529

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F-12 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose consolidated financial statements (continued)

Nahda Education Services S.A.E, Nahda University LP and Nahda University

In 2006, a presidential decree was issued granting the right to a group of founders (the predecessor founders) to establish Nada University (“The University”).

On 9 September 2015, the predecessor ultimate parent paid 730,263,464 Egyptian Pounds (Note 16) and entered into an investment agreement to acquire 97.72 of Nahda University founder share and 100% of Nahda Education Service S.A.E., which in turn own 98.73 of Nahda LP. On 10 September 2015, Nahda Education Services Company S.A.E. entered into an assignment agreement with the University's founders whereby they have contractually passed to Nahda Education Services Company S.A.E. all of their beneficial rights in the University. Subsequently; during 2019 a presidential decree issued to transfer 97.72% of the university’s predecessor founders rights to Nahda University for Education and Management Services Company S.A.E (the New Founder).

On 6 September 2015, Taaleem Management Services Company S.A.E. acquired one share in Nahda Education Services Company S.A.E. for a nominal amount to enable it to subscribe in the Nahda Education Services Company S.A.E. share capital increase from EGP 250,000 to EGP 10 Million. The Company general meeting approved the share capital increase on 10 September 2015. Taaleem Management Services Company S.A.E was the sole subscriber to the Nahda Education Services S.A.E. capital increase (only 25% of the share capital increase was required to be paid).

On 10 September 2015, Taaleem Management Services Company S.A.E. entered into a management agreement with Nahda University, which was subsequently revised on 1 June 2016. As per the revised management agreement, Taaleem Management Services Company S.A.E. became entitled to a management fee and can unilaterally direct the relevant activities of the University, drive key decision, be exposed to variable return as a result of the University's performance, and manage the day to day activities of the University. By virtue of this revised management agreement and the above other arrangements, Taaleem Management Services Company S.A.E. obtained control over the Nahda University's business and consolidated the University's business in its financial statements from that date

On 31 October 2016, Taaleem Management Services Company S.A.E. acquired the remaining 2.5% in Nahda Education Services Company S.A.E. to become a wholly-owned subsidiary.

On 11 August 2020, Taaleem Management Services Company S.A.E. acquired an additional 0.18% of Nahda LP and 0.71% of the University founder share for an EGP 2,000,000 consideration. After the transaction, Taaleem and Nahda Education S.A.E. ownership in Nahda LP became 98.91%. The carrying amount of the existing non-controlling interest was 250,000 EGP and the consideration paid to non-controlling interest is 2,000,000 EGP. The group recognized a decrease in non- controlling interests of 1,450,439 EGP and a decrease in equity attributable to owners of the parent of 549,561 EGP.

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F-13 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose consolidated financial statements (continued)

Nahda University for Education and Management Services Company S.A.E

During October 2017, Taaleem Management Services Company S.A.E established Nahda University for Education Management Services Company S.A.E which was registered in the commercial register under No. 111584 on 26 October 2017 (the “Established entity”). At the date of establishment Taaleem Management Services Company S.A.E owned 48%.

On the 19th of September 2019, the Company entered into a nominee agreement with a shareholder that owns 51.9% (‘the Shareholder”) of the established entity. The agreement concluded that the shareholder is a nominee of the company with the assignment of the title of the shares along with the attached voting, managerial and distribution rights to the Company. Accordingly, the group concluded that it controls the established entity and its results were consolidated in the special purposes of consolidated financial statements starting from the date of the agreement.

In addition to the above, Nahda University for Education and Management Services Company S.A.E had 51% of Media Monitor for Publishing, Research and Marketing of initial investment amounting to EGP 31,875. Although the investment is more than 50% it is considered as an associate to the Group since the Group doesn’t have control over this investment. Nahda University for education and management services Company S.A.E recognizes the investment as an investment in associate since Nahda university for education and management services Company S.A.E has significant influence on the company since it has one board representative out of five board members in the associate company. Also, the other shareholder has full control over the operation and business. The associate company has been fully impaired, and the Group doesn’t have legal or constructive obligation to take any of the losses as the liability exceeded the share contributed capital.

B. New Egyptian Accounting Standards (“EAS”) and interpretations adopted and not adopted yet

On 28 March 2019, the minister of Investment issued a decree no. 69 for 2019 which includes new standards and amendments to the existing standards. The amendments in the EASs have been published in the official gazette on 7 April 2020. These changes are mainly represented in three new standards which should be adopted for the financial periods commencing on or after 1 January 2020.

On April 12, 2020, Financial Regulatory Authority “FRA” issued a statement postponing the application of amendments to the new Egyptian accounting standards to the interim financial statements and restricting them to the annual financial statements by the end of 2020.

On September 23, 2020, FRA issued a statement postponing the application of amendments to the new Egyptian accounting standards to be applied to financial periods that are beginning on or after the 1st of January 2021.

Adopted standards - Egyptian Accounting Standard No. (22) - “earning per share” - All establishments that apply the Egyptian accounting standards should calculate and display earning per share in the profits according to Egyptian Accounting Standard No. (22).

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F-14 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

New Egyptian Accounting Standards (“EAS”) and interpretations adopted and not adopted yet (continued)

New standards to be adopted Some new and revised accounting standards have been published that will be mandatory for the financial statements for the financial years beginning on or after 1 January 2021.

(1) EAS No. (47) – “Financial instruments”: Standard name EAS 47 “Financial instruments”

Nature of change EAS 47, addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.

The Group has reviewed its financial assets and liabilities and expects the following financial statements line items to be impacted by the application of the new standard on 1 January 2021.

The company's financial assets consist of the following: Trade receivables Time deposits Cash and cash equivalents Related parties Treasury bills

Impact As of the date of issuance of the special purposes consolidated financial statements, the Group has not finalised the assessment of the impact of the implementation of the standard.

Mandatory Applies to financial periods beginning on or after 1 January 2021. The Group application date/ will apply the new rules using the simplified approach from 1 January 2021 Date of adoption taking the practicable expedients as permitted under the standard. Comparative by the group figures for 2020 will not be restated.

(2) EAS No. (48) – “Revenue from contracts with customers”: Standard name EAS 48 “Revenue from contracts with customers”

Nature of change It issued a new standard for revenue recognition, replacing Egyptian Accounting Standard No. 11 covering contracts for sales of goods and services and Egyptian Accounting Standard No. 8 covering construction contracts.

The new standard is based on the principle of revenue recognition when transferring control of goods or services to a customer.

Impact As of the date of issuance of the special purposes consolidated financial statements, the Group has not finalised the assessment of the impact of the implementation of the standard.

Mandatory Applies to financial periods beginning on or after 1 January 2021. The Group application date/ will apply the new rules using the simplified approach from 1 January 2021 Date of adoption taking the practicable expedients as permitted under the standard. Comparative by the group figures for 2020 will not be restated.

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F-15 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

New Egyptian Accounting Standards (“EAS”) and interpretations adopted and not adopted yet (continued)

(3) EAS No. (49) – “Leases”: Standard name EAS 49 “Lease contracts” stage two (lease contract) except for those which were subject to Law 95 for the year 1995.

Nature of change Egyptian Accounting Standard No. (49) for rental contracts was issued, which requires two-stage implementation. The first stage relates to leasing contracts that were subject to Law 95 of 1995 and is applicable in the financial periods beginning on or after 1 January 2019. The second stage is related to leasing contracts other than those that were subject to Law 95 of 1995 and is applicable for financial periods beginning on 1 January 2021. The company does not have any contracts subject to Law 95 of 1995.

In accordance with the new standard, at the statement of financial position an asset is recognised as (the right to use the leased asset) and a financial obligation to make the lease payments. Except for the short-term and small-valued leasing contracts.

Impact As of the date of issuance of the special purposes consolidated financial statements, the Group has not finalised the assessment of the impact of the implementation of the standard.

Mandatory Applies to financial periods beginning on or after 1 January 2021. The application date/ Group will apply the new rules using the simplified approach from Date of adoption 1 January 2021 taking the practicable expedients as permitted under the by the group standard. Comparative figures for 2020 will not be restated.

C. Basis of consolidation

Subsidiaries 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

i. Acquisition method The Group applies the acquisition method to account for business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred in a business combination is measured at the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree, the equity interests issued by the Group, the 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.

Identifiable assets acquired and liabilities and contingent liabilities assumed are measured initially at their fair values at the acquisition date. In any business combination, the Group recognises any non-controlling interests in the subsidiary at the proportionate share of the recognised amounts of acquiree’s identifiable net assets at the date of acquisition. Acquisition- related costs are expensed as incurred. - 14 -

F-16 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of consolidation (continued)

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at 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 recognised in profit or loss.

Inter-Company assets, liabilities, equity, income, expenses and cash flows related to transactions between Group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.

ii. Changes in ownership interests The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to the parent company.

When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

iii. Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired, and contingent liabilities at the date of acquisition. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Group's 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 inside the group at the operating segments level.

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F-17 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of consolidation (continued)

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

iv. Measurement period The measurement period is the period required for the Group to obtain the information needed for the initial measurement of the items resulting from the acquisition of the subsidiary and does not exceed one year from the date of acquisition. In case the Group obtains new information during the measurement period relative to the acquisition, amendment is made retrospectively for the amounts recognised at the date of acquisition.

D. Investment in associate

Investments in associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting after initially being recognised at cost.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group.

Where an entity holds 20% or more of the voting power (directly or through subsidiaries) on an investee, it will be presumed the investor has significant influence unless it can be clearly demonstrated that this is not the case. If the holding is less than 20%, the entity will be presumed not to have significant influence unless such influence is clearly demonstrated.

A substantial or majority ownership by another investor does not necessarily preclude an entity from having significant influence. - 16 -

F-18 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Investment in associate (continued)

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate

The carrying amount of equity-accounted investments is fully impaired as disclosed in note 9.

E. Foreign currency transaction

(1) Functional and presentation currency Items included in the special purpose consolidated financial statements of each of the Group's entities are measured and presented using the currency of the primary economic environment in which the Group operates (‘the functional currency’). The special purpose consolidated financial statements are presented in Egyptian Pounds, which is the Group’s functional and presentation currency.

(2) Transactions and balances Transactions made in foreign currency during the period are initially recognised in the functional currency of the Group on the basis of translation of foreign currency using the spot prevailing exchange rates between the functional currency and the foreign currency at the date of the transaction, and the monetary items denominated in foreign currency are also translated using the closing rates at the end of each financial period. Foreign exchange gains and losses resulting from the settlement of such monetary items and from the translation of monetary items denominated in foreign currencies are recognised by the Group in the profit and loss in the period in which these differences arise.

Translation differences on non-monetary financial assets and liabilities that are measured by fair value are recognised as part of the fair value gain or loss. Translation differences on non- monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised as profit or loss as part of fair value gain or loss. For available for sale financial assets, which do not represent monetary items (e.g. equity instruments), gains or losses recognised within other comprehensive income.

F. Fixed assets

The Group applies the cost model for measurement of fixed assets, and the fixed assets are recognised on their costs net of the accumulated depreciation and accumulated impairment losses. The cost of fixed asset includes any costs directly associated with bringing the asset to a working condition for its use intended by the management of the Group.

The Group recognises subsequent costs of the acquisition of the fixed asset as a separate asset, only when it is probable that future economic benefits will flow to the Group and the cost of the item can be measured reliably. The Group recognises in the carrying value of fixed asset the cost incurred to replace part of that asset at the date such costs are borne, and the carrying amount of replaced parts are derecognised. The Group recognises the costs of daily servicing of the fixed assets in the statement of profit or loss.

The straight-line method is used to allocate the depreciation of fixed assets consistently to their residual values over their estimated useful lives, except for lands, which are characterised with unlimited estimated useful life.

- 17 -

F-19 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Fixed assets (continued)

Below are the estimated useful lives of each type of the assets' Groups: Buildings 40 years Infrastructure 10 years Furniture and fixtures 7 years Laboratories 7 years Machinery and equipment 7 years Vehicles 5 years Books 20 years Programs & computers 10 years

The Group reviews the residual value of fixed assets and estimated useful lives of fixed assets at the end of each fiscal year, and adjusted when expectations differ from previous estimates.

The carrying amount of the fixed asset is reduced to the recoverable amount, if the recoverable amount of an asset is less than its carrying amount. This reduction is considered as a loss resulting from impairment and is recognized in the statement of profit or loss.

Gains or losses on the disposal of an item of fixed assets from the books are determined based on the difference between the net proceeds from the disposal of the item and the book value of the item, and the gain or loss resulting from the disposal of fixed assets is included in the statement of profit and loss "Other expenses - income".

Projects under construction are allocated to the relevant fixed assets category when the relevant assets are ready for use when it meets all the fixed assets recognition conditions. When the projects under construction cost exceeds the value expected to be recoverable it is reduced to the expected recoverable cost and the difference is recognized directly to the statement of profit or loss.

G. Financial assets

(i) Classification The Group classifies its financial assets in the following categories: Loans and receivables. Held to maturity investments (treasury bills).

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting period.

Loans and receivables: Loans and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. If collection of the amounts is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. Trade and other receivables are generally due for settlement within 30 days and therefore are all classified as current. Except for maturities greater than 12 months after the financial position date, these are classified as non-current assets and include cash equivalent and balances due from related parties and accrued revenues.

- 18 -

F-20 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Financial assets (continued)

Recognition and Derecognition Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

(ii) Subsequent measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest method.

Interest on held-to-maturity investments, loans and receivables calculated using the effective interest rate method is recognised in the s profit or loss.

H. Impairment of financial assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with the indication of impairment.

Financial assets recognised at amortised cost For loans and receivables categorie, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the statement of profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the statement of profit or loss within other income.

- 19 -

F-21 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

I. Intangible assets other than goodwill

(1) Licenses The University licenses acquired in a business combination are recognised by reference to fair value at the acquisition date. The University license presidential decree is indefinite, there are provisions for neither a licensing period nor license revoking in the private universities law No. 101 for 1992 which amended by law No. 12 for 2009, or its executive regulations, no governmental periodic renewal process or renewal fees requirements and no similar University license has been historically revoked or suspended in Egypt The Group does not charge amortisation expenses to license as it is considered as infinite lived intangible assets.

Software license: will be amortized over 10 years. The license is the sites and educational programs that support the Group in the framework of the transition to interactive education.

(2) Acquired customer relationships with existing students Relationships with existing students acquired in a business combination are recognised by reference to fair value at the acquisition date. The Group charges amortisation expenses of the existing students’ relationships as the economic benefits derived are expected over 4 years using the straight-line method.

J. Impairment of non-financial assets

Impairment of non-financial assets. Intangible assets that have an indefinite useful life or intangible assets not ready for use are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.

K. Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of profit or loss when a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to the income statement.

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F-22 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

L. Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand and with banks and deposits with maturities less than 3 months from the date of placement and treasury bills that are less than 3 months.

M. Inventories

Inventories are measured at the lower of cost and net realisable value. Cost is determined using the first -in, first-out method. The cost of inventories comprises costs of purchase and other costs, incurred by the Group in bringing the inventories to their present location and condition, and excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and any other costs necessary to complete the sale. The amount of any write-down of inventories to net realisable value and all losses of inventories shall be recognised as an expense in the period that write-down or loss occurred.

N. Capital

Ordinary shares are classified within equity.

O. Current and deferred income tax

The Group recognises the current and deferred tax in the profit or loss for the year. Current and deferred tax is recognised in other comprehensive income or directly in equity if it related to items recognised - in the same period or different periods- in the statement of comprehensive income or directly in equity.

The income tax for the year is calculated on the basis of the tax laws enacted at the balance sheet date. Management annually evaluates tax situation through tax returns, taking into account the differences that may arise from some interpretations issued by administrative or regulatory authorities, and establishes the appropriate provisions on the basis of amounts expected to be paid to the tax authority.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the special purpose consolidated financial statements.

Deferred tax is determined using tax rates and laws that have been enacted at the date of the special purpose consolidated financial statements and are expected to apply when the related deferred income tax asset is used or the deferred tax liability is settled.

The deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not recognised if it arises from 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 tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

- 21 -

F-23 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Current and deferred income tax (continued)

Deferred tax liabilities are recognised on temporary differences arising from investments in subsidiaries, associates, and shares in joint arrangements, except for such cases where the timing of the settlement of the temporary difference is controlled by the Group and it is probable that the temporary differences will not be settled in the foreseeable future. Generally, the Group is unable to control the settlement of the temporary difference for associates, only where there is an agreement in place that gives the Group the ability to control the settlement of the temporary difference.

Deferred tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and equity shares in joint ventures only to the extent that it is probable the temporary differences will be settled in the future and there is future taxable profit available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the current taxable liabilities and assets on a net basis.

P. Employees' benefits

(1) Profit-sharing According to Companies law, employees are entitled to profit-sharing according to the proposals made by the group’s board of directors and subject to approval by the general assembly of shareholders. Profit-sharing is recognised as a dividend distribution through equity and as a liability when approved by the Group's shareholders.

(2) Defined contribution plan The Company contributes to the government social insurance system for the benefit of its personnel in accordance with the social insurance law No. 79 for the year 1975 and its amendments. The Company’s liability is confined to the amount of its contribution. Contributions are charged to the statement of profit and loss using the accrual basis of accounting.

Q. Leases

Operating lease Leases in which the risks and rewards of ownership are retained by the lessor are classified as operating leases.

Payments made under operating leases (net of any discounts received from the lessor) are recognised as an expense in the statement of profit or loss on a straight-line basis over the period of the lease.

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F-24 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

R. Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, canceled, or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

S. Borrowing costs

Specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

When funds are borrowed for the purpose of acquiring a qualifying asset to bear the cost of borrowing, the Group determines the amount of borrowing costs that are capitalised on this asset, which is the actual borrowing costs incurred by the entity during the period because of the borrowing transaction less any revenue realised from the temporary investment of borrowed funds.

The Group recognises other borrowing costs as expenses in the period the Group incurs such costs.

T. Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and amended to show the best present estimate. Where the effect of the time value of money is material, the amount of a provision shall be the present value of the pre-tax rate expenditures expected to be required to settle the obligation.

U. Trade payables

Trade payables are recognised initially at the amount of goods or services received from others, whether the invoices received or not. When they are material, goods and services received, as well as the trade payables, are recognised at the present value of the cash outflow expected by using interest rate of similar term loans. Trade payables are then carried at amortised cost using the effective interest rate.

- 23 -

F-25 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

V. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold or service rendered due to the Group's normal course of business, stated net of value-added taxes, discounts, or deductions. The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the Group; and when specific criteria have been met for each of the Group’s activities, as described below. The amount of revenue is not considered accurately measurable unless all cases of uncertainty regarding the possibility of the collection of the amount due are excluded. The Group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the related specifics arrangement.

(1) Tuition revenue The Group provides educational services to students through its owned university. Educational revenue is recognised throughout the period of rendering educational services.

(2) Bus revenue The Group provides educational services to students through its owned university. Buses revenue is recognised throughout the period of rendering the services.

(3) Management fees Revenue from management fees is recognized throughout the period of rendering the services.

(4) Interest income Interest income is recognised on a time-proportion basis using the effective interest method.

(5) Dividend income Dividend income is recognised when the right to receive payment is established.

W. Fair value estimation

Fair value is the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or pay the liability takes place either: - In the principal market for the asset or liability, or - In the absence of a principal market, the most advantageous market for the asset or the liability.

The Group should be able to have access to the principal market or the most advantageous market.

The fair value of the asset or liability is measured using the assumptions that market participants may use when pricing the asset or liability, assuming that market participants behave in their own economic interests.

The measurement of the fair value of a non-financial asset takes into account the ability of the market participant to generate economic benefits by using the asset at its maximum and bestselling condition or to sell to another market participant who will use the asset in its best use.

The Group uses valuation techniques that are appropriate in the circumstances and where sufficient data are available to measure the fair value, increase the use of relevant observable inputs and minimize the use of inputs that are not observable.

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F-26 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

X. Segments reporting

Business segments are reported in accordance with internally submitted reports to senior management which makes decisions on the resources allocation and performance assessment of the Group's segments, and are represented to the central management committee. The Group has one business segment which provides educational services to the university’s students and all its operations are in Egypt.

Y. Dividends

Dividends are recognised as liabilities in the special purpose consolidated financial statements upon the approval of the Group’s General Assembly of Shareholders.

3. Financial risk management

(1) Financial risks factors

The Group activities expose it to a variety of financial risks. These risks include market risks (including foreign currency exchange risk, cash flow interest rate risk and fair value interest rate), credit risk, liquidity risk. The Group is not exposed to price risk as it doesn’t have investments measured at commodities and equity investments.

The Group’s management aims to minimise the potential adverse effects on the Group’s financial performance. The Group does not use any derivative financial instruments to hedge specific risks.

(A) Market risk

i. Foreign exchange risks Foreign exchange rates risks are the risks of fluctuations in the fair value of future cash flows of a financial instrument due to changes in foreign currency exchange rates. The following analysis shows the calculation of the effect of reasonable and possible shift in foreign currencies against the functional currency of the Group while keeping all other variables constant, on the consolidated statement of profit or loss:

The following table shows the currencies position denominated in Egyptian Pounds at the date of the statement of financial position: 2020 2019 2018 Assets Net Net* Net*

USD 638,698 638,698 9,087,623 556,342 EUR - - 479,102 - GBP 16,310 16,310 53,583 -

* The net balance for 2019 and 2018 are only financial assets as the group does not have any liabilities.

Note 24 is illustrating the foreign currency gains or losses that have been recognised in the consolidated statement of profit or loss during the years.

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F-27 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Financial risk management (continued)

At the end of the year, if the foreign currency had increased or decreased by 10%, the effect on the special purpose consolidated profit or loss would have been as follows: 2020 2019 2018

USD +/-10% 63,870 908,762 55,634 EUR +/-10% - 47,910 - GBP +/-10% 1,631 5,358 -

ii. Cash flows and fair value interest rate risks The Group’s main interest rate risk arises from time deposits and treasury bills at fixed rates subject to change in renewal, which expose the Group to fair value risk. The risk is mitigated through the short-term nature of assets and that they are frequently repriced. Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates if the interest rate increased/decreased by 100 bps points (holding all other variables constant), the impact on the profit for the years ended 2018,2019 and 2020 are not material.

(B) Credit risk.

Credit risk arises from cash and cash equivalents and due from related parties.

Cash at banks is placed with local banks that are subject to the supervision of the Central Bank of Egypt. Accordingly, the Parent Company’s management believes that credit risk resulting from the cash at the bank is minimal.

Balances exposed to credit risks are as follows: 2020 2019 2018

Due from related parties 3,498,963 3,659,584 8,684,305 Cash at banks 172,147,006 275,035,655 207,539,340 Treasury bills 156,667,952 - - Other receivables 248,473 299,315 1,565,753 332,562,394 278,994,554 217,789,398

(C) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due, due to shortage of funding. The Group’s exposure to liquidity risk results primarily from the lack of offset between the maturities of assets and liabilities.

The management makes cash flow projections on periodic basis, which are discussed during the board of directors meetings, and takes the necessary actions to negotiate with suppliers and manage the inventory balances in order to ensure sufficient cash is maintained to discharge the Group’s liabilities.

The Group’s management monitors liquidity requirements to ensure it has sufficient cash and cash equivalents to meet operational needs to be able to maintain financial terms, guarantees, and covenants at all times. Balances due to suppliers are normally settled within 45 days from the date of purchase. - 26 -

F-28 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Financial risk management (continued)

The table below summarises the maturities of the Group’s undiscounted financial liabilities (excluding income tax liabilities), based on contractual payment dates and current market interest rates. From From Less than 6 months 1 year to Over 5 6 months to 1 year 5 years years Total 31 August 2020 Due to related parties 32,880 - - - 32,880 Trade and other payables -Non-current 20,722,602 61,034,077 - 81,756,679 (Note17) Trade and other payables – current 53,428,144 - - - 53,428,144 Total 74,183,626 - 61,034,077 - 135,217,703 31 August 2019 Due to related parties 32,880 - - - 32,880 Trade and other payables 47,882,618 - - - 47,882,618 Total 47,915,498 - - - 47,915,498 31 August 2018 Due to related parties 10,468,337 - - - 10,468,337 Trade and other payables 37,692,924 - - - 37,692,924 Total 48,161,261 - - - 48,161,261

(2) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders using the special purpose consolidated financial statements. The Group also aims to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce the Group debts. The Group's management monitors the capital structure using the ratio of net debt to total capital. Net debt is the total of the due to related parties, trade and other payables less cash on hand and at banks. The total capital is the Group’s total equity as described in the statement of financial position plus net debt (while not accounting for the net debt if the value is below zero).

Net debt to total capital is as follows: 2020 2019 2018 Total liabilities Due to related parties 32,880 32,880 10,468,337 Trade and other payable - Current 74,150,746 47,882,618 37,692,924 Trade and other payable – Non-current 54,132,219 - - Less: Cash and cash equivalents (328,879,801) (275,119,412) (207,587,175) Net liabilities (200,563,956) (227,203,914) (159,425,914) Equity 1,091,013,365 234,609,462 136,715,149 Total capital 1,091,013,365 234,609,462 136,715,149

- 27 -

F-29 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Financial risk management (continued)

(3) Fair value estimation

At year-end, no financial assets or liabilities were measured at fair value. The carrying value of financial assets and financial liabilities classified as current assets or current liabilities in the statement of financial position at year-end approximates its fair value due to their shorter maturities.

The fair value of the noncurrent portion of trade and other payable is not expected to have a material difference from the reported carrying amount.

4. Critical accounting estimates and judgment

Critical accounting estimates and assumptions Estimates and assumptions are evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. In general, applying the Group’s accounting policies does not require management to use professional judgments that may have significant impacts on the amounts recognised in the special purpose consolidated financial statements.

Estimated impairment of goodwill and license The Group tests goodwill and license for impairment at least annually. The recoverable amount of the cash-generating unit has been determined based on value-in-use calculations. These calculations require the use of estimates as further detailed in Note 6.

Estimation of useful lives for Fixed assets The estimation of the useful lives of items of property, plant and equipment is a matter of judgment based on the experience with similar assets. The future economic benefits embodied in the assets are consumed principally through use. However, other factors, such as technical or commercial obsolescence and wear and tear, often result in the diminution of the economic benefits embodied in the assets. Management assesses the remaining useful lives in accordance with the current technical conditions of the assets and the estimated period during which the assets are expected to earn benefits for the Group. The following primary factors are considered: (a) the expected usage of the assets; (b) the expected physical wear and tear, which depends on operational factors and maintenance programme; and (c) the technical or commercial obsolescence arising from changes in market conditions.

If the estimated useful lives differ by 10% from management’s estimates, the impact on depreciation for the years ended 31 August 2018, 2019 and 2020 would not be material to the statement of profit and loss.

Amortization of prepayments During the financial year ended 31 August 2019, the Group has entered into a contract with the Egyptian Electricity Transmission Company for the purpose of obtaining access to the needed infrastructure equipment to facilitate connecting the university’s premises with the national grid.

The Group has paid an amount of EGP 18,261,279 for the cost of obtaining access to the infrastructure equipment, as this will be used to support the electricity connection in the future without any ownership rights attributable to the Group, the payment was recognised as an advance payment for future utilities services to be amortised over 32 years which corresponds to the remaining useful life of the Buildings.

- 28 -

F-30 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES ` Notes to the special purpose consolidated financial statements - For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

5. Fixed assets

Projects Furniture & Machinery & Programs& under Buildings Infrastructure fixtures Laboratories equipment Vehicles Books computer constructions Total

Year ended 31 August 2018 Opening net book amount 253,506,821 15,734,757 32,714,067 25,955,932 10,595,267 12,468,477 360,269 1,265,662 16,537,150 369,138,402 Additions 27,448 151,163 1,268,222 8,705,757 751,608 1,180,000 155,288 201,419 83,122,831 95,563,736 Transfer from PUC 3,766,713 ------(3,766,713) - Depreciation charge (7,603,247) (4,381,614) (7,358,300) (5,963,564) (2,249,913) (4,755,659) (31,917) (461,625) - (32,805,839) Net book amount 249,697,735 11,504,306 26,623,989 28,698,125 9,096,962 8,892,818 483,640 1,005,456 95,893,268 431,896,299 31 August 2018 Cost 290,592,822 43,120,848 80,513,811 50,595,696 16,432,814 30,539,807 638,507 3,125,046 95,893,268 F-31 611,452,619 Accumulated depreciation (40,895,087) (31,616,542) (53,889,822) (21,897,571) (7,335,852) (21,646,989) (154,867) (1,640,790) - (179,077,520) Accumulated impairment ------(478,800) - (478,800) Net book amount 249,697,735 11,504,306 26,623,989 28,698,125 9,096,962 8,892,818 483,640 1,005,456 95,893,268 431,896,299

Projects Furniture & Machinery Programs& under Buildings Infrastructure fixtures Laboratories & equipment Vehicles Books computer constructions Total

Year ended 31 August 2019 Opening net book amount 249,697,735 11,504,306 26,623,989 28,698,125 9,096,962 8,892,818 483,640 1,005,456 95,893,268 431,896,299 Additions - 454,517 6,841,910 21,197,908 374,962 3,074,000 2,445,619 82,850 74,464,129 108,935,895 Disposals - - - (19,095) - (319,000) - - - (338,095) Transfer from PUC 102,481,053 1,670,141 ------(104,151,194) - Depreciation charge (9,094,731) (4,394,444) (7,709,940) (7,648,067) (1,919,583) (4,833,331) (1,212,295) (495,186) - (37,307,577) Disposals accumulated depreciation - - - 516 - 266,922 - - - 267,438 Net book amount 343,084,057 9,234,520 25,755,959 42,229,387 7,552,341 7,081,409 1,716,964 593,120 66,206,203 503,453,960 31 August 2019 Cost 393,073,875 45,245,506 87,355,721 71,774,510 16,807,776 33,294,806 3,084,135 3,206,996 66,206,203 720,049,528 Accumulated depreciation (49,989,818) (36,010,986) (61,599,762) (29,545,123) (9,255,435) (26,213,397) (1,367,171) (2,135,076) - (216,116,768) Accumulated impairment ------(478,800) - (478,800) Net book amount 343,084,057 9,234,520 25,755,959 42,229,387 7,552,341 7,081,409 1,716,964 593,120 66,206,203 503,453,960

- 29 - TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES ` Notes to the special purpose consolidated financial statements - For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Fixed assets (continued)

Projects Furniture Machinery & Programs& under Land* Buildings Infrastructure & fixtures Laboratories equipment Vehicles Books computer constructions Total

Year ended 31 August 2020 Opening net book - amount 343,084,057 9,234,520 25,755,959 42,229,387 7,552,341 7,081,409 1,716,964 593,120 66,206,203 503,453,960 Additions 90,000,000 1,399,139 2,665,680 2,648,730 6,369,042 1,999,534 4,369,083 4,216 354,000 79,949,601 189,759,025 Transfer from PUC - 2,466,721 49,873,219 8,555,217 17,218,805 - - - - (78,113,962) - Depreciation Charge - (10,234,342) (3,341,756) (8,862,843) (10,964,247) (2,021,448) (4,798,966) (1,215,356) (447,894) - (41,886,852) Net book amount 90,000,000 336,715,575 58,431,663 28,097,063 54,852,987 7,530,427 6,651,526 505,824 499,226 68,041,842 651,326,133

F-32 31 August 2020 Cost 90,000,000 396,939,735 97,784,405 98,559,668 95,362,357 18,807,310 37,663,889 3,088,351 3,560,996 68,041,842 909,808,553 Accumulated depreciation - (60,224,160) (39,352,742) (70,462,605) (40,509,370) (11,276,883) (31,012,363) (2,582,527) (2,582,970) - (258,003,620) Accumulated impairment ------(478,800) - (478,800) Net book amount 90,000,000 336,715,575 58,431,663 28,097,063 54,852,987 7,530,427 6,651,526 505,824 499,226 68,041,842 651,326,133

* During the year ended 30 August 2020, the Group acquired a plot of land in the new city of Beni Suif by amounted 90M. note (17).

- 30 - TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

6. Intangible assets

31 August 2018 Movement Balances Existing Cost Goodwill License students 2018

Arising from business combination 222,464,614 298,409,000 268,125 521,141,739 Additions* - 769,758 - 769,758 Amortisation charge* - - (97,500) (97,500) Net book amount 222,464,614 299,178,758 170,625 521,813,997

31 August 2019 Movement Balances Existing Cost Goodwill License students 2019

Arising from business combination 222,464,614 299,178,758 170,625 521,813,997 Additions* - 975,800 - 975,800 Amortisation charge* - (85,477) (97,500) (182,977) Net book amount 222,464,614 300,069,081 73,125 522,606,820

31 August 2020 Movement Balances Existing Cost Goodwill License students 2020

Arising from business combination 222,464,614 300,069,081 73,125 522,606,820 Amortisation charge* - (206,984) (73,125) (280,109) Net book amount 222,464,614 299,862,097 - 522,326,711

Goodwill Nahda University LP and Nahda Education Company S.A.E, are considered as one cash-generating unit as the group has only one university that is located in Egypt, for which the goodwill resulting from acquisition was allocated.

The recoverable amount of cash-generating unit is estimated by calculating the value in use, using pre- tax cash flows based on financial budgets approved by management, which cover a period of six years maximum. The terminal value calculated using a 5% terminal growth rate (2019 and 2018: 2%) which does not exceed the long-term average historical growth rate for the education sector in which the subsidiary operates. The management determines the specific assumptions of cash flow forecasts based on past experience and expectations of the market.

Licenses The fair value of the license is determined by using multi-period excess earnings method. (“MEEM”) The fundamental principle underlying the MEEM is to isolate the net earnings attributable to the asset being measured. Cash flows are used as a basis for applying this method. An intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life excluding contributary assets. The net present value of any tax benefits associated with amortising the intangible asset for tax purposes (where relevant) is added, to arrive at the intangible asset’s fair value.

- 31 -

F-33 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Intangible assets (continued)

The contributory asset charges are calculated using the assets’ respective fair values, and they are based on an ‘earnings hierarchy’ or prioritisation of total earnings ascribed to the assets in the group. The earnings hierarchy is the foundation of the MEEM, in which earnings are first attributed to a fair return on contributory assets (such as investment in working capital) and property, plant and equipment. These are considered a prerequisite to developing the ability to deliver goods and services to customers, and thus their values are not included as part of the intangible asset’s value.

* The University has signed a contract with Aptech’s Company, which is a 10-year of license for the sites and educational programs for the Group in the framework of the transition to interactive education.

When testing Goodwill for impairment, the recoverable amount of a cash generating unit is determined based on value-in-use calculations. The recoverable amount was determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a six-year period, this ascribed to the length of business cycle in the University. Cash flows beyond the six-year period are extrapolated using the estimated growth rates stated below. The growth rates do not exceed the long-term average growth rate for the business sector of the economy in which the CGU operates.

Cash inflows used for the purpose of calculating the value in use include education revenue and tuition fees.

Cash outflows used for the purpose of calculating value in use include academic and admin staff cost, commissions, educational materials, and operating expenses.

Assumptions used for value-in-use calculations to which the recoverable amount is most sensitive were:

2020 2019 2018

Revenue average annual growth rate 25% 22% 23% Gross profit average annual growth rate 26% 21% 23% Terminal growth rate 5% 2% 2% Discount rate 16.4% 20.4% 20.94%

Management determined the budgeted gross margin based on past performance and its market expectations. The weighted average growth rates used are consistent with the forecasts included in industry reports. The determined value in use is higher than the carrying value of intangible assets and hence no impairment losses were recognised in the special purpose consolidated financial statements.

The discount rates used are pre-tax, and reflect specific risks relating to the relevant CGUs.

- 32 -

F-34 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Intangible assets (continued)

Impact of possible changes in key assumptions

If the following key assumptions have changed:

● Budgeted average gross margin used in the value-in-use calculation for the CGU had been 5% lower than management’s estimates. The value-in-use amount will be decreased by EGP 399.8M which represent an 7.19% decline in the value-in-use amount. ● Budgeted average revenue growth rate margin used in the value-in-use calculation for the CGU had been 1% lower than management’s estimates. The value-in-use amount will be decreased by EGP 220M which represent an 3.96% decline in the value-in-use amount. ● Pre-tax discount rate applied to the cash flow projections of this CGU had been 1% higher than management’s estimates. The value-in-use amount will be decreased by EGP 227M which represent a 4.08% decline in the value-in-use amount. ● Terminal growth rate applied to the cash flow projections of this CGU had been 1% higher than management’s estimates. The value-in-use amount will be increased by EGP 350.9M which represent a 6.3% incline in the value-in-use amount.

The 5% decline in growth rate or terminal growth rate or 5% increase in the discount rate would still result in significant excess of the value in use over the carrying amounts of intangible assets.

7. Inventories

2020 2019 2018

Books - 54,885 2,433,564 Hospital supplies 1,316,374 1,730,632 878,375 Spare parts 2,387,120 1,156,715 653,700 Chemicals supplies - 873,286 462,955 Other supplies 1,355,363 2,669,785 2,436,695 5,058,857 6,485,303 6,865,289

No indication of impairment for these inventories.

- 33 -

F-35 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

8. Trade and other receivables

2020 2019 2018

Prepaid expenses (Note 4) 20,429,374 21,174,567 19,525,158 Advances to suppliers 6,895,490 20,730,779 2,459,576 Deposits held with others 5,262,402 3,483,001 1,067,045 Advances to tax authority 4,885,754 - - Accrued Interest 248,473 299,315 1,565,753 Employee custody 852,249 1,279,995 1,956,226 Other receivables 1,982,191 4,573,209 302,803 40,555,933 51,540,866 26,876,561 Impairment in the other receivables (1,694,593) (1,672,323) (226,266) 38,861,340 49,868,543 26,650,295 Less: non-current portion Prepaid expenses – non-current portion (Note 4) (17,118,386) (17,690,614) - 21,742,954 32,177,929 26,650,295

Movement of impairment for other receivables is illustrated below: 2020 2019 2018

Balance at the beginning of the year 1,672,323 226,266 67,106 Formed during the year 22,270 1,653,771 159,160 Write off during the year - (207,714) - Balance at the ending of the year 1,694,593 1,672,323 226,266

9. Related party transactions

The Group entered into several transactions with companies and entities that are included within the definition of related parties, as stated in Accounting Standard (15), "Disclosure of related parties". The management decides the terms and conditions of transactions and services provided from/ to related parties, as well as other expenses. Below is the statement that shows the nature and amounts of the transactions with related parties during the year:

(i) Due from related parties: Nature of relationship 2020 2019 2018

Senior management 1,698,963 3,659,584 8,684,305 Associate to the Group 11,396,889 6,808,760 - Other related parties 1,800,000 - - Impairment of amounts due from an associate (11,396,889) (6,808,760) - 3,498,963 3,659,584 8,684,305

- 34 -

F-36 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Related party transactions (continued)

Movement of the Impairment of amounts due from an associate is illustrated below: 2020 2019 2018

Balance at the beginning of the year 6,808,760 - - Impairment incurred during the year 4,588,129 6,808,760 - Balance as at 31 August 11,396,889 6,808,760 -

(ii) Due to related parties: Nature of relationship 2020 2019 2018

Other related parties 32,880 32,880 10,468,337 32,880 32,880 10,468,337

(iii) Key management personnel compensation 2020 2019 2018

Profit distribution 6,428,401 10,929,167 - Salaries 9,436,526 9,212,171 8,995,141 15,864,927 20,141,338 8,995,141

(iv) Transactions during the year: Nature of transactions 2020 2019 2018

Senior management Advances (1,960,621) (5,024,721) 4,616,465 Other related parties Payment of expenses on behalf of the company 1,800,000 10,435,457 - Associate to the Group* Payment of operating expenses on behalf the associate to the Group 4,588,129 6,808,760 -

* Nahda University for Education and Management Service S.A.E has an investment in an associate “Media Monitor For Publishing, Research And Marketing”. The company paid expenses on behalf of the associate amounting to EGP 4,588,129 during the year (2019: 6,808,760 EGP).

Management has assessed amounts funded to the associate to be uncollectible considering the associate’s operational performance, and accordingly, all balances have been impaired. Further, management assesses the carrying value of the investment in associate amounting to EGP 31,875 to be impaired, and accordingly, the full amount was recognised as an impairment within the statement of profit and losses during the year ended 31 August 2019.

- 35 -

F-37 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

10. Cash and bank balances

2020 2019 2018

Time deposits with banks 180,000 75,200,000 48,200,000 Bank current accounts 171,967,006 199,835,655 159,339,340 Cash on hand 264,843 83,757 247,835 Cash and bank balances 172,411,849 275,119,412 207,787,175 less: Time deposit restricted to cover letter of guarantee (200,000) (200,000) (200,000) Cash and cash equivalents 172,211,849 274,919,412 207,587,175

Current accounts and time deposits with banks are deposited with local banks under the supervision of the Central Bank of Egypt.

Time deposits are placed at local banks and are matured within periods of 90 days as of the date of placement. These deposits have interest rates 6.5% (31 August 2019: 13.5%, 31 August 2018: 14.5%) per annum.

For the purposes of the consolidated statement of cash flows, cash and cash equivalents comprise: 2020 2019 2018

Time deposits with banks 180,000 75,200,000 48,200,000 Bank current accounts 171,967,006 199,835,655 159,339,340 Cash on hand 264,843 83,757 247,835 Treasury Bills with maturities of less than 3 months 156,667,952 - - Less : Coverage of a letter of guarantee (200,000) (200,000) (200,000) Cash and cash equivalents 328,879,801 274,919,412 207,587,175

11. Treasury bills

2020 2019 2018

Treasury bills – 90 days maturity 159,000,000 - - Unamortized discount (2,332,048) - - 156,667,952 - -

Treasury bills are entitled to a constant annual interest rate of 12% on 31 August 2020. Treasury bills are placed with local banks under the supervision of the CBE.

- 36 -

F-38 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

12. Paid-up capital

The authorised capital of the Company amounted to EGP 1,000,000,000 (2019: 2,500,000 EGP, 2018: 2,500,000 EGP).

The Company issued capital amounted to EGP 730,250,000 distributed to 73,025,000 shares with a par value of EGP 10 for each share.

The paid-up capital of the nominal value is allocated as follows: No. of Value of Paid-up Name Nationality Shares shares capital

31 August 2020 Sphinx Obelisk B.V. Netherlands 73,024,970 730,249,700 730,249,700 Amr Abdel Karim Tawheed Helal Egyptian 10 100 100 Omar Amin Hesham Mohamed Egyptian 10 100 100 Ehab Ahmed Amr Ehab Tantawy Egyptian 10 100 100 73,025,000 730,250,000 730,250,000

No. of Value of Paid-up Name Nationality Shares shares capital

31 August 2019 Sphinx Obelisk B.V. Netherlands 24,970 249,700 249,700 Amr Abdel Karim Tawheed Helal Egyptian 10 100 100 Omar Amin Hesham Mohamed Egyptian 10 100 100 Ehab Ahmed Amr Ehab Tantawy Egyptian 10 100 100 25,000 250,000 250,000

The paid-up capital is 25% of the nominal value an allocated as follows:

No. of Value of Paid-up Name Nationality Shares shares capital

31 August 2018 Sphinx Obelisk B.V Netherlands 24,970 249,700 62,425 Amr Abdel Karim Tawheed Helal Egyptian 10 100 25 Omar Amin Hesham Mohamed Egyptian 10 100 25 Ehab Ahmed Amr Ehab Tantawy Egyptian 10 100 25 25,000 250,000 62,500

The Company has been established on 8 September 2014 with EGP 250,000 issued capital, and as permitted by the law, 25% of issued capital amounting to EGP 62,500 has been paid and the remaining amount to be completed within a five years period. On 14 May 2019, the Company’s board of directors approved the completion of the paid-in capital and payment of the EGP 187,500 remaining amount. The Company registered the fully paid issued capital of EGP 250,000 in its commercial register on 17 June 2019.

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F-39 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Paid-up capital (continued)

The Company’s board of directors held a meeting on 19 November 2019 and decided to request an extraordinary general meeting to discuss increasing the Company's capital. The extraordinary general meeting was held on 14 January 2020 and unanimously approved to increase the Company's authorized capital to EGP 1,000,000,000 (one billion Egyptian Pounds) and increase the Company's issued capital to EGP 730,250,000 (seven hundred thirty million two hundred fifty-thousand Egyptian Pounds).

The meeting also registered the payment of EGP 306,600,000 and the amount registered in the commercial register on 11 February 2020 which represents 42% of the EGP 730,000,000 issued capital increase.

On 22 February 2020, the Company’s board held a meeting and called for EGP 292,000,000 payment in the Company’s capital to increase the total paid-in capital of the Company to EGP 598,850,000 and the amount was registered in the commercial register on 8 March 2020.

On 12 May 2020, the Company’s board held a meeting and called for EGP 131,400,000 payment in the Company capital to increase the total paid-in capital of the Company to EGP 730,250,000 and the amount was registered in the commercial register on 11 June 2020.

13. Legal reserve

In accordance with the Companies’ law number 159 for year 1981, 5 % of the net profit of the year is transferred to the legal reserve. This transfer may be discontinued if the legal reserve reaches 50% of the issued capital. This reserve is not available for distribution to shareholders.

14. Non-controlling interests

Retained Capital Reserves earnings Total 31 August 2018 Balance at 1 September 2017 - - - - Share in the acquisition of subsidiaries 1,762,500 4,285,472 862,122 6,910,094 Total comprehensive income for the year - - 533,144 533,144 Balance at 31 August 2018 1,762,500 4,285,472 1,395,266 7,443,238 31 August 2019 Balance at 1 September 2018 1,762,500 4,285,472 1,395,266 7,443,238 Establishment of a new subsidiary 32,500 - - 32,500 Total comprehensive income for the year - - 81,750 81,750 Balance at 31 August 2019 1,795,000 4,285,472 1,477,016 7,557,488 31 August 2020 Balance at 1 September 2019 1,795,000 4,285,472 1,477,016 7,557,488 Acquisition of non-controlling interests in Nahda University LP (250,000) (607,868) (592,571) (1,450,439) Acquisition of non-controlling interests in Nahda University for Education Services Management (32,500) - 1,137,035 1,104,535 Total comprehensive income for the year - - 1,656,198 1,656,198 Balance at 31 August 2020 1,512,500 3,677,604 3,677,678 8,867,782

- 38 -

F-40 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

15. Deferred tax liabilities

Deferred income tax is represented in the tax liabilities arising from temporary differences between the tax basis of assets and their carrying amounts in the special purpose consolidated financial statements.

Change in tax assets and liabilities during the year is as follows: Expense/ (Income) charged Balance at to the statement Balance at 1 September of income during 31 August 2019 the year 2020 Liabilities Fixed assets 10,834,369 2,646,442 13,480,811 Fixed assets - arising from business combination 21,970,482 (2,429,373) 19,541,109 Intangible assets - arising from business combination 67,145,681 (16,453) 67,129,228 Total liabilities 99,950,532 200,616 100,151,148

Expense/ (Income) charged Balance at to the statement Balance at 1 September of income during 31 August 2018 the year 2019 Liabilities Fixed assets 9,324,649 1,509,720 10,834,369 Fixed assets – arising from business combination 24,575,712 (2,605,230) 21,970,482 Intangible assets - arising from business combination 67,167,619 (21,938) 67,145,681 Total liabilities 101,067,980 (1,117,448) 99,950,532

Expense/ (Income) charged Balance at to the statement Balance at 1 September of income during 31 August 2017 the year 2018 Liabilities Fixed assets 5,106,819 4,217,830 9,324,649 Fixed assets - arising from business combination 27,280,723 (2,705,011) 24,575,712 Intangible assets - arising from business combination 67,190,186 (22,567) 67,167,619 Total liabilities 99,577,728 1,490,252 101,067,980

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F-41 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

16. Provisions

Lawsuits Tax Other provisions provisions provisions Total

Balances as of 1 September 2017 420,000 7,548,234 730,263,468 738,231,702 Provisions formed during the year - 1,390,522 - 1,390,522 Balances as of 1 September 2018 420,000 8,938,756 730,263,468 739,622,224 Provisions formed during the year - 571,229 - 571,229 Provisions used during the year - (1,390,522) - (1,390,522) Balances as of 31 August 2019 420,000 8,119,463 730,263,468 738,802,931 Provisions formed during the year 1,000,000 - - 1,000,000 Provisions used during the year - (3,915,849) (730,263,468) (734,179,317) Balances as of 31 August 2020 1,420,000 4,203,614 - 5,623,614

Other provisions Management estimated that it is probable that Sphinx Obelisk B.V. the immediate parent of the company (“the Parent'') would demand a payment amounting to EGP 730.3M (“the Transaction Price”) which represents the cash consideration paid on behalf of the company for the purpose of acquiring a controlling stake of 98.7% in Nahda University LP. On 10 September 2015 and 31 May 2016, the company recognised provisions amounting to EGP 258M and EGP 472.3M respectively corresponding to the recognition of the effects of the business combination accounting in the consolidated financial statements.

On the 30th of January 2020, Sphinx Obelisk claimed from Taaleem Management Services the EGP 730,263,468. Taaleem signed a loan agreement with Sphinx Obelisk for EGP 730.3 M and recognized a corresponding liability being the consideration paid on behalf of Taaleem to acquire Nahda Group and utilized the related provision made for that purpose. and the loan was settled during February and March 2020 as follows:

 On 4 February 2020 the management made the 1st repayment of the loan for EGP 307,000,000.  On 20 February 2020 the management made the 2nd repayment of the loan for EGP 292,000,000.  On 19 March 2020 the management made the last repayment for EGP 131,263,468. The payments were fully settled on their maturities.

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F-42 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

17. Trade and other payables

2020 2019 2018

Amounts payable in relation to acquiring a plot of land 74,854,821 - - Accrued expenses 24,510,174 20,590,689 15,063,735 Trade payable 12,939,583 9,826,348 6,250,509 Retentions 6,354,336 4,407,502 6,411,158 Tax Authority 6,112,950 10,966,651 9,301,669 Social insurance authority 119,525 130,009 195,394 Other payables 3,391,576 1,961,419 470,459 128,282,965 47,882,618 37,692,924 Less: non-current portion Amounts payable in relation to acquiring a plot of land – non-current portion* (54,132,219) - - 74,150,746 47,882,618 37,692,924

* During the year ended 31 August 2020, the Company acquired a plot of land in the new city of Beni Suef with an area of 26.5 acres within the framework of the expansion of the activities of Nahda University. The transaction price amounted to EGP 90m; payment terms are 25% upfront with the remaining balance payable on 5 annual installments bearing interest of corridor rate as announced by the Central Bank of Egypt at dates of annual payments plus 2% margin in addition to 1.5% admin fees. During the year ended 31 August 2020, capitalised borrowing costs in project work in progress (note:5) amounted to EGP 7.2m.

17 (a) Deferred revenues: Deferred revenue represents, the revenues collected from the university students for the academic year 2020-2021 amounting to 178,999,459 EGP (2019: 210,952,467 EGP and 2018: 156,375,238 EGP) for which education services have not yet been provided as of 31 August 2020. These amounts are amortized throughout the educational process from the date of commencement of the academic year 2020-2021.

The following table shows the movement of deferred revenues at the date of the statement of financial position: 2020 2019 2018

Balance at the beginning of the year 210,952,467 156,375,238 122,758,020 Collected during the period 403,267,476 397,184,829 299,172,898 Transferred to revenue (435,220,484) (342,607,600) (265,555,680) Balance at year end 178,999,459 210,952,467 156,375,238

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F-43 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

18. Contribution in the comprehensive medical insurance plan

Represents the amount of Company contribution in the unified medical treatment plan with a percentage of 0.0025 from total operating revenue, other income and finance income; according to article No. 40 of law No. 2 of 2020 (Contribution in comprehensive medical insurance plan).

19. Current income tax liability

2020 2019 2018

Balance at the beginning of the year 28,962,732 21,755,508 18,187,884 Current income tax for the year 47,975,918 36,039,622 21,269,597 Current tax related to prior years 12,459,339 - - Paid during the year (43,349,615) (28,832,398) (17,701,973) 46,048,374 28,962,732 21,755,508

20. Operating revenue

2020 2019 2018

Tuition fees 428,903,370 331,998,722 255,597,825 Student housing subscription 5,758,672 9,166,084 8,116,514 Bus subscription 558,442 1,442,794 1,841,341 Other educational fees 15,014,959 11,640,996 8,030,289 450,235,443 354,248,596 273,585,969

21. Operating costs

2020 2019 2018

Salaries and wages 63,181,111 55,118,970 46,206,846 Depreciation 41,041,212 36,756,895 32,258,915 Educational activities expenses 20,240,117 12,087,812 3,562,447 Governmental fees 7,886,390 342,125 263,550 Utilities 7,628,182 15,738,480 12,419,514 Land rent fees 5,363,880 5,363,880 5,067,291 Educational governmental fund subscription 3,775,000 2,400,000 2,691,758 Transportation and travel expenses 2,368,119 3,373,717 2,695,709 Laboratory expense 2,080,797 2,803,621 2,200,000 Amortization expense of prepaid expenses 572,228 - - Amortization expense of intangible assets 206,984 85,477 - Conference, symposium and training expenses 292,859 986,253 123,254 Other expenses 1,490,154 1,031,364 2,333,110 156,127,033 136,088,594 109,822,394

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F-44 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

22. General and administrative expenses

2020 2019 2018

Salaries and wages 42,167,235 32,669,829 29,179,315 Professional fees 11,725,888 10,351,925 12,311,512 Advertising expenses 6,058,054 5,031,541 4,451,103 Security 5,578,294 4,733,318 2,532,215 Value added tax on management fees 5,508,189 5,460,034 8,082,280 Impairment of due from related party (Note 9) 4,588,129 6,808,760 - Social insurance 4,549,338 2,938,577 2,033,577 Cleaning 4,398,837 3,114,493 2,267,847 Community service expenses 4,029,772 1,090,460 1,314,656 Maintenance fees 2,816,627 2,858,214 3,021,872 Conference and camps expense 2,752,862 1,753,216 2,282,625 Rent 2,367,155 2,754,120 4,490,162 Telephone & Fax Expense 2,294,701 1,622,226 1,222,188 Transportation and travel expenses 1,721,896 2,453,083 1,960,093 Company's contribution in the comprehensive medical insurance plan (Note 18) 1,421,269 909,351 141,926 Depreciation expense 845,639 550,682 546,924 Hospitality and miscellaneous 645,053 1,267,349 2,102,571 Real estate tax 612,226 329,085 307,233 Amortization expense 73,125 97,500 97,500 Impairment of trade and other receivable (Note 8) 22,270 1,653,771 159,160 Loss of disposal amount paid under investments* - - 14,192,008 Impairment of Media Monitor (Note 9) - 31,875 - Other expenses 2,261,438 4,305,130 3,034,707 106,437,997 92,784,539 95,731,474

*This represents writing off an amount that was paid during earlier financial periods as an advance for the purposes of acquiring a plot of land in Badr city. The advance was paid to a government body amounting to EGP 19.95m. As the land allocation was disputed by the government leading to the withdrawal of the relevant land allocation decision. The Group has recovered an amount of EGP 5.7m and the balance of EGP 14.1m was written off.

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F-45 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

23. Expenses by nature

2020 2019 2018

Salaries and wages 105,348,346 87,788,799 75,386,161 Depreciation expense 41,886,852 37,307,577 32,805,839 Educational activities expenses 20,240,117 12,087,812 3,562,446 Professional fees 11,725,888 10,351,925 12,311,512 Governmental fees 7,886,390 342,125 263,550 Rent 7,731,035 8,118,000 9,557,453 Utilities 7,628,182 15,738,480 12,419,514 Advertising expenses 6,058,054 5,031,541 4,451,103 Security 5,578,294 4,733,318 2,532,215 Vat on management fees 5,508,189 5,460,034 8,082,280 Impairment of due from related party (Note 9) 4,588,129 6,808,760 - Social insurance 4,549,338 2,938,577 2,033,577 Cleaning 4,398,837 3,114,493 2,267,847 Transportation and travel expenses 4,090,015 5,826,800 4,655,802 Community service expenses 4,029,772 1,090,460 1,314,656 Educational governmental fund subscription 3,775,000 2,400,000 2,691,758 Conference and camps expense 3,045,721 2,739,469 2,405,879 Maintenance fees 2,816,627 2,858,214 3,021,872 Telephone and fax expense 2,294,701 1,622,226 1,222,188 Laboratory expense 2,080,797 2,803,621 2,200,000 Hospitality and miscellaneous 645,053 1,267,349 2,102,571 Real estate tax 612,226 329,085 307,233 Amortization expense of prepaid expenses 572,228 - - Amortization expenses 280,109 182,977 97,500 Impairment of trade and other receivable (Note 8) 22,270 1,653,771 159,160 Loss of disposal amount paid under investments - - 14,192,008 Impairment of investment of associate (Note 9) - 31,875 - Medical insurance expenses 1,421,269 909,351 141,926 Other expenses 3,751,591 5,336,494 5,367,818 262,565,030 228,873,133 205,553,868

24. Finance income (cost) - net

2020 2019 2018

Interest income 16,383,734 17,527,588 15,956,269 Interest expenses - - (183) Foreign currency loss (644,140) (663,475) 4,464 15,739,594 16,864,113 15,960,550

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F-46 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

25. Income tax expenses

2020 2019 2018

Deferred income tax (Note 15) 200,616 (1,117,448) 1,490,252 Current tax expenses for the year 47,975,918 36,039,622 21,269,597 Current tax related to prior years 12,459,339 - - 60,635,873 34,922,174 22,759,849

Effective tax rate The tax on profit before tax theoretically differs from the amount expected to be paid by applying the average tax rate applicable to the Group’s profit as follows:

2020 2019 2018

Net profit before tax 204,679,821 145,081,036 85,027,057

Income tax based on tax rate (22.5%) 46,052,959 32,643,233 19,131,088 Non-deductible expenses 2,123,575 2,278,941 3,628,761 Current tax related to prior years 12,459,339 - - Income tax expense 60,635,873 34,922,174 22,759,849 Effective tax rate 29.6% 24% 26.7%

26. Earnings per share

(1) Basic:

Basic earnings per share is calculated by dividing:  The profit attributable to the parent company, adding back all the distributions to employees and Board of directors (If any)

BY:

 The weighted average number of ordinary shares outstanding during the year represented by the number of ordinary shares outstanding at the beginning of the year adjusted by the number of ordinary shares issued by the Group during the year multiplied by the weighted time factor. The weighted time factor represents the number of days in which the number of shares remains outstanding as a fraction of the total number of days in the year. 2020 2019 2018

Net profit attributable to owner’s of the parent company 142,387,750 110,077,112 61,734,064 Expected/ actual distribution to the employees (2,740,393) (7,336,554) (12,484,549) 139,647,357 102,740,558 49,249,515 Weighted average No. of shares 33,989,000 25,000 25,000 Earnings per share 4.10 4,110 1,970

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F-47 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Earnings per share (continued)

(2) Diluted Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding for the effects of all potential ordinary shares causing the (dilution) decrease.

During the financial years ended 31 August 2020, 31 August 2019, 31 August 2018, the Group did not issue any of the potential ordinary shares that resulted in a dilution.

27. Tax position

Taaleem Management Services Company

(1) Income tax

Financial years from the date of inception till 31 August 2020: - Tax returns are regularly submitted, and the Company has not been notified by any examination request till the date of the special purpose consolidated financial statements.

(2) Payroll tax

Financial years from the date of inception till 31 August 2020: - The Company has not been notified by any examination request for wage and salary tax for the years mentioned above till the date of the special purpose consolidated financial statements.

(3) Stamp duty

Financial years from the date of inspection till year 2014: - The Company has been inspected and settled all claims.

Financial years from year 2015 till year 2020: - Stamp duty is under inspection.

(4) Withholding tax

Financial years from the date of inception till 31 August 2020: - The tax is deducted and paid on a regular basis. - The Company has not been notified by any examination request for withholding tax for the years mentioned above till the date of the special purpose consolidated financial statements.

(5) Value added tax (VAT)

Financial years from 2016 till 31 August 2020: - The Company has been registered for VAT according to Law no 67 of 2016 and VAT returns are submitted on a regular basis. - The Company has been inspected and paid all claims related to financial years from 2014 till 2018.

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

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F-48 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Tax position (continued)

Nahda University Company - LP

(1) Income tax

Period from inception till August 2018 - The university has been inspected by the Egyptian Tax Authority and internal committees and all taxes have been paid.

Period from 1 September 2018 till 31 August 2019 - The tax returns were submitted on the due dates and the documents necessary to complete the inspection work are being prepared.

(2) Salaries tax

Period from inception till August 2008 - The university have been inspected by Egyptian Tax Authority; and inspection differences have been settled.

Period from 2009 till 2014 - Tax inspection took place for 2014, and for the rest of the years “till 2014” the university is being re-inspected currently.

Period from 2015 till 2020 - Salary tax is being deducted from employees and delivered regularly.

(3) Stamp Tax

Period from inception till 2013 - The university has been inspected by Egyptian Tax Authority; and inspection differences have been settled

Period from 2013 till 2020 - Tax inspection took place for 2013 and 2014, for 2014 till 2019 the tax is being paid regularly in accordance with Law No. 111 1980.

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

Nahda University for Education and Management Services S.A.E.

(1) Income tax

Period from inception till 2020 - No tax inspection has been done since the establishment date until the date of the special purpose consolidated financial statements

(2) Salaries tax

Period from inception till 2020 - No tax inspection has been done since the establishment date until the date of the special purpose consolidated financial statements, however the company deducts the tax from employees and delivered regularly.

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F-49 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Tax position (continued)

(3) Stamp Tax

Period from inception till 2020 - No tax inspection has been done since the establishment date until the date of the special purpose consolidated financial statements, however the company deducts the tax from suppliers and delivered it regularly.

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

Nahda Education Services S.A.E.

(1) Income tax

Financial years from the date of inception till 31 August 2020: - Tax returns are regularly submitted, and the Company has not been notified by any examination request till the date of the special purpose consolidated financial statements.

(2) Payroll tax

Financial years from the date of inception till 31 August 2020: - The Company has not been notified by any examination request for wage and salary tax for the years mentioned above till the date of the special purpose consolidated financial statements.

(3) Stamp duty

Financial years from year 2015 till 31 August 2020: - The Company has not been notified by any examination request for stamp duty for the years mentioned above till the date of the special purpose consolidated financial statements.

(4) Withholding tax

Financial years from the date of inception till 31 August 2020: - The tax is deducted and paid on a regular basis. - The Company has not been notified by any examination request for stamp duty for the years mentioned above till the date of the special purpose consolidated financial statements.

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

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F-50 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

28. Capital commitment

Capital commitments Capital commitments contracted on the date of the special purpose consolidated financial statements have not been recognized as liabilities to the Company:

2020 2019 2018

Capital commitment* 14,906,701 10,985,372 38,488,915 14,906,701 10,985,372 38,488,915

* The capital commitment represents construction work and the supply of furniture and equipment for the College of Medicine and the university's landscaping.

29. Significant event

COVID -19 Impact: The global COVID-19 pandemic had put more than 1/3 of the world’s population in some form of lockdown, disrupting daily life and stress-testing longstanding paradigms. We praise essential front- line workers risking their lives and those of their families for the greater good, and those non-essential workers who have stayed home in a heartening show of global solidarity. Families have shown their resilience, adaptability, and mettle in dealing with the changes COVID-19 has thrust upon them, and Taaleem is proud to have played a role in their readiness to face those challenges. While the world continues to grapple with the consequences of COVID-19; we are committed to keeping our stakeholders abreast of our response to the pandemic in key areas including Educational Service Continuity, HSE, Transportation, and Human Resources, and Financial Reporting practices.

On 15 March 2020, universities were asked to shut down and to move classrooms online. Within 72 hours of activating the distance learning protocol, 100% of Nahda’s University Colleges had moved online. All non-essential staff are now fully working from home, connected to the university and to students virtually. Taaleem has taken the decision to halt all transportation services and to ground all buses immediately to curb the potential spread of COVID19 and the transportation workers will continue to receive their salaries in full.

In response to COVID-19 and taking into account the importance of anticipating the potential material impact on the figures for the financial period ending 30 August 2021 as well as the business continuity going forward if humanity is to maintain a strict lock down system to minimize public exposure. The management expects the following financial implications: - Our targeted accommodation and transportation revenue for 2020/2021 is EGP 5.1M and EGP 1.2M respectively, representing 1.1% of the total targeted revenue. Our risk assessment limitation to transportation and accommodation revenues is due to the fact that the university is able to shift 100% of the academic delivery process to online education. This has been proven during 2019/2020 lockdown.

Based on the above timeline, and since the university enrolled all targeted students for the academic year 2020/2021, we do not expect any decrease in targeted revenue except for the transportation revenues because of the pandemic during the coming year (2020/2021).

According to the above the Group expects that education activities will always continue virtually or physically and hence management does not expect a negative effect on the Group’s ability to continue as a going concern and to generate enough revenue and profit to meet stakeholders’ expectations.

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F-51 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose consolidated financial statements For the years ended 31 August 2018, 2019 and 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

30. Subsequent events

Subsequent to the date of the special purposes consolidated financial statements, the below non- adjusting subsequent events took place are as follow:

- As per the Ordinary General Assembly Meeting held on 26 of July 2020, the shareholders approved the Company’s subscription and contribution to capital of a new Egyptian joint stock Company that is still under incorporation with a maximum equity contribution of EGP 600 million, further the shareholders also approved the signing of a partnership agreement with Palm Resorts Company to establish a private university and a branch of a foreign university in Badya project in 6th of October city. The aforementioned partnership agreement was signed on 28 September 2020. At the date of issuance of the separate special purposes financial statements, the Company has not yet completed the legal process of establishing the new Egyptian joint stock company.

- On 4 November 2020, Beni Suef governorate sent Nahda university a notice to purchase NUB land at the EGP 109m price determined by the Cabinet pricing committee (EGP 105.3 million price plus EGP 3.7 million admin fees). Nahda responded affirmatively to the governorate letter and agreed to pay the land consideration according to the following payment plan, with any deferred payment subject to the CBE interest rates (corridor rate)

- Down payment: 57% of the land price plus admin fees (EGP 63.7m). - One year following the contract date: 21.5% of the land price (EGP 22.63m). - Two years following the contract date: 21.5% of the land price (EGP 22.63m).

On 30 December 2020, Nahda University paid EGP 63.7 million as a down payment to purchase the university land The sale contract of the land has not been signed between Beni Suef governorate and Nahda university and the ownership of the land has not been transferred up to the financial reporting date.

- On 17 December 2020, the Extraordinary General Assembly Meeting approved a ten-for-one share split of its ordinary share, accordingly the shares par value has become 1 EGP instead of 10 EGP per share before the split and the number of issued shares became 730,250,000 instead of 73,025,000. In addition, the same Extraordinary General Assembly Meeting approved the increase of the authorized capital from EGP 1,000,000,000 to EGP 2,000,000,000.

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F-52 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E. AND ITS SUBSIDIARIES

AUDITORS’ REPORT AND SPECIAL PURPOSE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS PERIOD ENDED 30 NOVEMBER 2020

F-53 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special purpose interim consolidated financial statements For the three months period ended 30 November 2020

Index Page

Auditor's report 1 - 2

Special purpose interim consolidated statement of financial position 3

Special purpose interim consolidated statement of profit or loss 4

Special purpose interim consolidated statement of comprehensive income 5

Special purpose interim consolidated statement of changes in equity 6

Special purpose interim consolidated statement of cash flows 7

Notes to the special purpose interim consolidated financial statements 8 - 50

F-54

Auditor's report

To the board of directors of Taaleem Management Services (S.A.E.)

Report on the special purpose interim consolidated financial statements

We have audited the accompanying special purpose interim consolidated financial statements of Taaleem Management Services (S.A.E.) (the “Parent Company”) and its subsidiaries (the “Group”) which comprise the special purpose interim consolidated statement of financial position as at 30 November 2020 and special purpose interim consolidated statements of profit or loss, other comprehensive income, changes in shareholder’s equity and cash flows for the three months ended 30 November 2020, and a summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the special purpose interim consolidated financial statements

These special purpose interim consolidated financial statements are the responsibility of the Group’s management. Management is responsible for the preparation and fair presentation of these special purpose interim consolidated financial statements in accordance with Egyptian Accounting Standards and in light of the prevailing Egyptian laws. Management’s responsibility includes, designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the special purpose interim consolidated financial statements that are free from material misstatement, whether due to fraud or error. Management’s responsibility also includes selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these special purpose interim consolidated financial statements based on our audit. We conducted our audit in accordance with Egyptian Standards on Auditing and in light of the prevailing Egyptian laws. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance that the special purpose interim consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose interim consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the special purpose interim consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation and fair presentation of the special purpose interim consolidated financial statements 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the special purpose interim consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these special purpose interim consolidated financial statements.

F-55 F-56 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special purpose interim consolidated statement of financial position - As at 30 November 2020

(All amounts in Egyptian Pound) 30 November 31 August Note 2020 2020 Non-current assets Fixed assets 5 661,619,808 651,326,133 Intangible assets 6 522,274,672 522,326,711 Trade and other receivables 8 16,976,110 17,118,386 Total non-current assets 1,200,870,590 1,190,771,230 Current assets Inventories 7 5,023,028 5,058,857 Trade and other receivables 8 28,605,540 21,742,954 Due from related parties 9 - 3,498,963 Cash and bank balances 10 109,125,781 172,411,849 Treasury bills 11 252,628,936 156,667,952 Total current assets 395,383,285 359,380,575 Total assets 1,596,253,875 1,550,151,805 Equity Paid up capital 12 730,250,000 730,250,000 Legal reserve 13 1,495,196 125,000 Retained earnings 285,320,405 351,770,583 Capital and reserves attributable to owners of the 1,017,065,601 1,082,145,583 Parent Company Non-controlling interests 14 9,185,896 8,867,782 Total equity 1,026,251,497 1,091,013,365 Non-current liabilities Deferred tax liabilities 15 100,316,789 100,151,148 Trade and other payables 17 40,599,059 54,132,219 Total non-current liabilities 140,915,848 154,283,367 Current liabilities Provisions 16 5,623,614 5,623,614 Trade and other payables 17 173,768,072 74,150,746 Deferred revenue 17 (a) 186,500,355 178,999,459 Due to related parties 9 - 32,880 Current income tax liability 19 63,194,489 46,048,374 Total current liabilities 429,086,530 304,855,073 Total liabilities 570,002,378 459,138,440 Total liabilities and equity 1,596,253,875 1,550,151,805

The accompanying notes on pages 8 - 50 form an integral part of these sepcial purpose interim consolidated financial statements. Auditor’s report attached ______Mr. Khaled Khater Eng. Mohamed El Rashidi Group Chief Financial Officer Chief executive officer 20 January 2021

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F-57 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special purpose interim consolidated statement of profit or loss For the three months period ended 30 November 2020

(All amounts in Egyptian Pound) 30 November 30 November Note 2020 2019

Operating revenue 20 134,796,357 133,855,334 Operating costs 21 (44,396,176) (39,466,995) 90,400,181 94,388,339

General and administrative expenses 22 (32,712,990) (25,815,439) Other income 18 8,122,820 912,632 Operating profit 65,810,011 69,485,532

Finance income - net 24 9,618,175 4,809,362 Profit before tax 75,428,186 74,294,894 Current tax expense 25 (17,146,115) (16,987,761) Deferred tax (expense) / income 15 (165,641) (1,232,659) Profit for the period 58,116,430 56,074,474

Profit is attributable to Owner's of the Parent Company 57,798,316 55,397,412 Non-controlling interests 14 318,114 677,062 Profit for the period 58,116,430 56,074,474

Earning per share Basic and diluted earning per share 26 0.71 1,994

The accompanying notes on pages 8 - 50 form an integral part of these sepcial purpose interim consolidated financial statements.

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F-58 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special purpose interim consolidated statement of comprehensive income For the three months period ended 30 November 2020

(All amounts in Egyptian Pound) 30 November 30 November 2020 2019

Profit for the period 58,116,430 56,074,474 Other comprehensive income - - Total comprehensive income for the period 58,116,430 56,074,474

Total comprehensive income is attributable to: Owner's of the Parent Company 57,798,316 55,397,412 Non-controlling interests 318,114 677,062 Total comprehensive income for the period 58,116,430 56,074,474

The accompanying notes on pages 8 - 51 form an integral part of these sepcial purpose interim consolidated financial statements.

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F-59 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special purpose interim consolidated statement of changes in equity For the three months period ended 30 November 2020

(All amounts in Egyptian Pound) Attributable to owners of Taaleem Management Services S.A.E. Non- Legal Retained controlling Note Paid-up capital reserve earnings Total interest Total equity

Balance at 1 September 2019 250,000 125,000 226,676,974 227,051,974 7,557,488 234,609,462 Acquisition of non-controlling interests in Nahda University for Education Services Management 14 - - (1,137,035) (1,137,035) 1,104,535 (32,500)

F-60 Total comprehensive income for the period 55,397,412 55,397,412 677,062 56,074,474 Balance at 30 November 2019 250,000 125,000 280,937,351 281,312,351 9,339,085 290,651,436

Balance at 1 September 2020 730,250,000 125,000 351,770,583 1,082,145,583 8,867,782 1,091,013,365 Profit share distribution to employees - - (7,756,084) (7,756,084) - (7,756,084) Dividends to shareholders - - (110,267,750) (110,267,750) - (110,267,750) Tax on dividends related to expected distribution to shareholders - - (4,854,464) (4,854,464) - (4,854,464) Legal reserve 13 - 1,370,196 (1,370,196) - - - Total comprehensive income for the period 14 - - 57,798,316 57,798,316 318,114 58,116,430 Balance at 30 November 2020 730,250,000 1,495,196 285,320,405 1,017,065,601 9,185,896 1,026,251,497

The accompanying notes on pages 8 - 50 form an integral part of these sepcial purpose interim consolidated financial statements.

- 6 - TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Special purpose interim consolidated statement of cash flows For the three months period ended 30 November 2020

(All amounts in Egyptian Pound) Note 2020 2019 Cash flows from operating activities Profit before tax 75,428,186 74,294,894 Adjustments for: Depreciation 5 11,224,929 9,302,503 Amortisation 6 52,039 76,414 Impairment of due from related party 9 745,000 1,603,129 Interest income 24 (9,597,148) (5,148,110) Operating cash flows before changes in assets and liabilities 77,853,006 80,128,830 Changes in current and non-current assets and liabilities Inventories 35,829 (425,399) Trade and other receivables (6,720,310) (26,696,039) Due from related parties 2,753,963 (2,397,612) Trade and other payables (24,183,584) 5,514,225 Deferred revenue 7,500,896 (87,895,646) Due to related parties (32,880) - Income tax paid - (413,114) Net cash flows generated from operating activities 57,206,920 (32,184,755) Cash flows from investing activities Payments to purchase fixed assets 5 (21,518,604) (17,694,083) Interest received 9,597,148 3,576,014 Net cash flows used in investing activities (11,921,456) (14,118,069) Cash flows from financing activities Profit share distribution to employees (7,756,084) - Acquisition of non-controlling interests - (32,500) Tax on dividends related to expected distribution to shareholders (4,854,464) - Net cash flows used in financing activities (12,610,548) (32,500) Net change in cash and cash equivalents during the period 32,674,916 (46,335,324) Cash and cash equivalents at the beginning of the period 328,879,801 274,919,412

Cash and cash equivalents at the end of the period 10 361,554,717 228,584,088

The accompanying notes on pages 8 - 50 form an integral part of these sepcial purpose interim consolidated financial statements.

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F-61 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

1. Introduction

Taaleem Management Services Company S.A.E ( the “Company”) was established on 8 September 2014 in accordance with Law No.159 of 1981 and its executive regulations under the name of Bisco Investment Company, which is changed on 3 July 2016 to be Taaleem Management Services Company S,A.E. The Company was registered in the commercial register under No. 96337. The Company's term is 25 years as of the date it is entered in the commercial register.

The Company's head office is located at 25 Abdel Moneim Riad St., Dokki, Giza.

The purpose of the Company is general trade, facilities and institutions services (management, operational, operational lease as a lessee or lessor, planning, marketing, facilities management), human resources management and training, quality assurance management, conferences and events management, general and educational consultancy services (except consultancy and advisory services in relation to stock exchanges, legal, capital increase & acquisition valuation, and capital market advisory listed under article 27 of capital market law and its executive regulations), private universities establishment and management, educational institutions management under law no. 12/2009, the company is allowed to acquire, merge, or partner with other companies to carry its purpose.

Currently, the Company’s parent is Sphinx Obelisk B.V with (99.99%) and the ultimate controlling party is CI Capital Holding S.A.E. a shareholding company incorporated in Egypt. Prior to the acquisition transaction referred to below, the ultimate controlling party was Thebes C.V. a shareholding company incorporated in the Netherlands (‘the Predecessor ultimate controlling party”).

On 22 September 2019, EgyEdu Invest B.V a shareholding company incorporated in the Netherlands (intermediary parent) acquired 60% of the shares of “Sphinx Obelisk”, the parent of Taaleem Management Services, which is considered the leading management service provider for private higher education institutions in Egypt; operates and controls the “Nahda University” in Bani Suif.

The special purpose interim consolidated financial statements were approved by the Board of Director on 20 January 2021.

2. Accounting policies

The principal accounting policies applied in the preparation of these special purpose interim consolidated financial statements are summarised below. They were applied consistently over the presented financial periods unless otherwise stated:

A. Basis of preparation of the special purpose interim consolidated financial statements

These special purpose interim consolidated financial statements have been prepared in accordance with Egyptian Accounting Standards (EASs) and the relevant laws, and on the basis of the historical cost convention.

The EASs require the reference to the International Financial Reporting Standards (IFRS) when there is no EAS, or legal requirements that explain the treatment of specific balances and transactions.

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Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose interim consolidated financial statements (continued)

The Group presents its assets and liabilities in the statement of financial position based on current / non-current classification. The asset is classified as current when it is: * Expected to be realised or intended to be sold or used in normal operating course; * Held primarily for trading. * Expected to be realised within 12 months after the end of the reporting period, or * Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Otherwise, the assets are classified as non-current. The liability is classified as current when: * It is expected to be settled in normal operating course; * Held primarily for trading. * Expected to be realised within 12 months after the end of the reporting period, or * The entity does not have an unconditional right to defer the settlement of the liability for at least twelve months after the end of the reporting period.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current.

The preparation of the special purpose interim consolidated financial statements in conformity with EASs requires the use of certain critical accounting estimates. It also requires the Group's management to exercise its judgement in the process of applying the Group’s accounting policies. Note (4) describes the significant accounting estimations and assumptions of these special purpose interim consolidated financial statements, as well as significant judgments used by the Group's management when applying the Group's accounting policies.

2-A-1) On 29 July 2019, the Extraordinary General Assembly of the Company has decided to change the financial years of the Parent Company to start on 1 September and end on 31 August instead of starting on 1 January and ending on 31 December of each year, as the revised financial year better reflects the Group's annual operational cycle, it being involved in educational activities. The Group had historically issued consolidated financial statements for the financial year ended 31 December 2018. The Group management has prepared these special purpose interim consolidated financial statements for the financial period ended 30 November 2020 for inclusion in the Parent Company’s Public Subscription Notice in connection with the Parent Company’s listing on the Egyptian Stock Exchange.

Percentage of ownership in subsidiaries The Group consists of the below companies unless otherwise stated and the percentage of ownership in subsidiaries are as follows: Ownership interest held Ownership interest of non- by the Group controlling interest Country of 30 November 31 August 30 November 31 August incorporation 2020 2020 2020 2020

Nahda Education Services S.A.E. Egypt 99.99% 99.99% 0.01% 0.01% Nahda University LP & Nahda University Egypt 98.9% 98.9% 1.1% 1.1% Nahda University for Education And Management Services Egypt Company S.A.E. 99.9% 99.9% 0.1% 0.1% - 9 - F-63 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose interim consolidated financial statements (continued)

Ownership interest held by the Group in Nahda University LP includes Nahda University business. All subsidiaries reporting dates are based on the educational and academic year (September till August each year). Subsidiaries prepared management accounts for the Group special purpose interim consolidated financial statements purpose.

On 11 August 2020 Taaleem Management Services acquired an additional 0.18% of Nahda LP of for an EGP 2,000,000 consideration. After the transaction, Taaleem and Nahda Education SAE ownership in Nahda LP became 98.9%.

Name of subsidiary Reporting date

Nahda Education Services S.A.E. 30 November 2020 Nahda University LP & Nahda University 30 November 2020 Nahda University for Education And Management Services S.A.E 30 November 2020

Financial information about the material subsidiary of the Group as follows:

Nahda University LP & Nahda University 30 November 31 August Name of subsidiary 2020 2020 Summarised balance sheet Current assets 254,214,037 243,899,940 Current liabilities 301,976,036 290,582,764 Current net assets (47,761,999) (46,682,824)

Non-current assets 592,971,176 580,493,630 Non-current liabilities 54,664,455 67,511,135 Non-current net assets 538,306,721 512,982,495 Net assets 490,544,722 466,299,671 Accumulated NCI 9,185,896 8,867,782

Nahda University LP & Nahda University 30 November 30 November Name of subsidiary 2020 2019 Summarized statement of profit and loss Revenue 135,931,677 134,767,968 Profit for the period 29,099,513 52,472,189 Other comprehensive income - - Total comprehensive income 29,099,513 52,472,189 Profit allocated to NCI 318,114 677,061

- 10 - F-64 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose interim consolidated financial statements (continued)

Nahda University LP & Nahda University 30 November 30 November Name of subsidiary 2020 2019 Summarized statement of cash flows Cash flows from operating activities 26,392,600 (22,902,567) Cash flows from investing activities (16,762,192) (13,963,046) Cash flows from financing activities (4,854,461) - Net increase / (decrease) in cash and cash equivalents 4,775,947 (36,865,613)

Nahda Education Services S.A.E, Nahda University LP and Nahda University In 2006, a presidential decree was issued granting the right to a group of founders (the predecessor founders) to establish Nada University (“The University”).

On 6 September 2015, Taaleem Management Services Company S.A.E. acquired one share in Nahda Education Services Company S.A.E. for a nominal amount to enable it to subscribe in the Nahda Education Services Company S.A.E. share capital increase from EGP 250,000 to E.G.P. 10 Million. The Company general meeting approved the share capital increase on 10 September 2015. Taaleem Management Services Company S.A.E was the sole subscriber to the Nahda Education Services S.A.E. capital increase (only 25% of the share capital increase was required to be paid).

On 9 September 2015, the predecessor ultimate controling party paid 730,263,464 Egyptian Pounds (Note 16) and entered into an investment agreement to acquire 97.72 of Nahda University founder share and 100% of Nahda Education Service S.A.E., which in turn own 98.73 of Nahda LP. On 10 September 2015, Nahda Education Services Company S.A.E. entered into an assignment agreement with the University's founders whereby they have contractually passed to Nahda Education Services Company S.A.E. all of their beneficial rights in the University. Subsequently; during 2019 a presidential decree issued to transfer 97.72% of the university’s predecessor founders rights to Nahda University for Education and Management Services Company S.A.E (the New Founder).

On 10 September 2015, Taaleem Management Services Company S.A.E. entered into a management agreement with Nahda University, which was subsequently revised on 1 June 2016. As per the revised management agreement, Taaleem Management Services Company S.A.E. became entitled to a management fee and can unilaterally direct the relevant activities of the University, drive key decisions, be exposed to variable return as a result of the University's performance, and manage the day to day activities of the University. By virtue of this revised management agreement and the above other arrangements, Taaleem Management Services Company S.A.E. obtained control over the Nahda University's business and consolidated the University's business in its financial statements from that date.

On 31 October 2016, Taaleem Management Services Company S.A.E. acquired the remaining 2.5% in Nahda Education Services Company S.A.E. to become a wholly-owned subsidiary.

- 11 - F-65 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of preparation of the special purpose interim consolidated financial statements (continued)

On 11 August 2020, Taaleem Management Services Company S.A.E. acquired an additional 0.18% of Nahda LP and 0.71% of the University founder share for an EGP 2,000,000 consideration. After the transaction, Taaleem and Nahda Education S.A.E. ownership in Nahda LP became 98.91%. The carrying amount of the existing non-controlling interest was 250,000 EGP and the consideration paid to non-controlling is 2,000,000 EGP. The group recognized a decrease in non-controlling interests of 1,450,439 EGP and a decrease in equity attributable to owners of the parent of 549,561 EGP.

Nahda University for Education and Management Services Company S.A.E During October 2017, Taaleem Management Services Company S.A.E established Nahda University for Education Management Services Company S.A.E, which was registered in the commercial register under No. 111584 on 26 October 2017 (the “Established entity”). At the date of establishment Taaleem Management Services Company S.A.E owned 48%.

On the 19th of September 2019, the Company entered into a nominee agreement with a shareholder that owns 51.9% (‘the Shareholder”) of the established entity. The agreement concluded that the shareholder is a nominee of the company with the assignment of the title of the shares along with the attached voting, managerial and distribution rights to the Company. Accordingly, the group concluded that it controls the established entity and its results were consolidated in the special purposes interim consolidated financial statements starting from the date of the agreement.

In addition to the above, Nahda University for Education and Management Services Company S.A.E. had 51% of Media Monitor for Publishing, Research and Marketing of initial investment amounting to EGP 31,875. Although the investment is more than 50% it is considered as an associate to the Group since the Group doesn’t have control over this investment. Nahda university for education and management services Company S.A.E recognizes the investment as an investment in associate since Nahda university for education and management services Company S.A.E has significant influence on the company since it has one board representative out of five board members in the associate company. Also, the other shareholder has full control over the operation and business. The associate company has been fully impaired, and the Group doesn’t have legal or constructive obligation to take any of the losses as the liability exceeded the share contributed capital.

B. New Egyptian Accounting Standards (“EAS”) and interpretations adopted and not adopted yet

On 28 March 2019, the minister of Investment issued a decree no. 69 for 2020 which includes new standards and amendments to the existing standards. The amendments in the EASs have been published in the official gazette on 7 April 2020. These changes are mainly represented in three new standards which should be adopted for the financial periods commencing on or after 1 January 2020.

On April 12, 2020, Financial Regulatory Authority “FRA” issued a statement postponing the application of amendments to the new Egyptian accounting standards to the interim financial statements and restricting them to the annual financial statements by the end of 2020.

On September 23, 2020, FRA issued a statement postponing the application of amendments to the new Egyptian accounting standards to be applied beginning on or after the 1st of January 2021.

- 12 - F-66 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

New Egyptian Accounting Standards (“EAS”) and interpretations adopted and not adopted yet (continued)

Adopted standards - Egyptian Accounting Standard No. (22) - “earning per share” - All establishments that apply the Egyptian accounting standards should calculate and display earning per share in the profits according to Egyptian Accounting Standard No. (22).

New standards to be adopted Some new and revised accounting standards have been published that are not mandatory for the financial statements for the financial years beginning on or after 1 January 2021.

(1) EAS No. (47) – “Financial instruments”: Standard name EAS 47 “Financial instruments”

Nature of change EAS 47, addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.

The Group has reviewed its financial assets and liabilities and expects the following financial statements line items to be impacted by the application of the new standard on 1 January 2021.

The company's financial assets consist of the following:

Trade receivables Time deposits Cash and cash equivalents Related parties Treasury bills

Impact As of the date of issuance of the special purposes interim consolidated financial statements, the Group has not finalised the assessment of the impact of the implementation of the standard.

Mandatory application Applies to financial periods beginning on or after 1 January 2021. date/ Date of adoption The Group will apply the new rules using the simplified approach by the group from 1 January 2021 taking the practicable expedients as permitted under the standard. Comparative figures for 2020 will not be restated.

- 13 - F-67 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

New Egyptian Accounting Standards (“EAS”) and interpretations adopted and not adopted yet (continued)

(2) EAS No. (48) – “Revenue from contracts with customers”: Standard name EAS 48 “Revenue from contracts with customers”

Nature of change It issued a new standard for revenue recognition, replacing Egyptian Accounting Standard No. 11 covering contracts for sales of goods and services and Egyptian Accounting Standard No. 8 covering construction contracts.

The new standard is based on the principle of revenue recognition when transferring control of goods or services to a customer.

Impact As of the date of issuance of the special purposes interim consolidated financial statements, the Group has not finalised the assessment of the impact of the implementation of the standard.

Mandatory application Applies to financial periods beginning on or after 1 January 2021. date/ Date of adoption by The Group will apply the new rules using the simplified approach the group from 1 January 2021 taking the practicable expedients as permitted under the standard. Comparative figures for 2020 will not be restated.

(3) EAS No. (49) – “Leases”: Standard name EAS 49 “Lease contracts” stage two (lease contract) except for those which were subject to Law 95 for the year 1995.

Nature of change Egyptian Accounting Standard No. (49) for rental contracts was issued, which requires two-stage implementation. The first stage relates to leasing contracts that were subject to Law 95 of 1995 and is applicable in the financial periods beginning on or after 1 January 2019. The second stage is related to leasing contracts other than those that were subject to Law 95 of 1995 and is applicable for financial periods beginning on 1 January 2021. The company does not have any contracts subject to Law 95 of 1995.

In accordance with the new standard, at the statement of financial position an asset is recognised as (the right to use the leased asset) and a financial obligation to make the lease payments. Except for the short-term and small-valued leasing contracts. Impact As of the date of issuance of the special purposes interim consolidated financial statements, the Group has not finalised the assessment of the impact of the implementation of the standard. Mandatory application Applies to financial periods beginning on or after 1 January 2021. date/ Date of adoption by The Group will apply the new rules using the simplified approach the group from 1 January 2021 taking the practicable expedients as permitted under the standard. Comparative figures for 2020 will not be restated.

- 14 - F-68 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

C. Basis of consolidation

Subsidiaries 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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

i. Acquisition method The Group applies the acquisition method to account for business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred in a business combination is measured at the fair value of the assets transferred, the liabilities incurred by the Group to the former owners of the acquiree, the equity interests issued by the Group, the 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.

Identifiable assets acquired and liabilities and contingent liabilities assumed are measured initially at their fair values at the acquisition date. In any business combination, the Group recognises any non-controlling interests in the subsidiary at the proportionate share of the recognised amounts of acquiree’s identifiable net assets at the date of acquisition. Acquisition- related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquirer is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at 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 financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.

Inter-Company assets, liabilities, equity, income, expenses, and cash flows related to transactions between Group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.

ii. Changes in ownership interests The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to the parent company.

- 15 - F-69 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Basis of consolidation (continued)

When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture, or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

iii. Goodwill Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquire, and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired, and contingent liabilities at the date of acquisition. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Group's 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 inside the group at the operating segments level.

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

i. Measurement period The measurement period is the period required for the Group to obtain the information needed for the initial measurement of the items resulting from the acquisition of the subsidiary and does not exceed one year from the date of acquisition. In case the Group obtains new information during the measurement period relative to the acquisition, amendment is made retrospectively for the amounts recognised at the date of acquisition.

- 16 - F-70 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

B. Investment in associate

Investments in associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting after initially being recognised at cost.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group.

Where an entity holds 20% or more of the voting power (directly or through subsidiaries) on an investee, it will be presumed the investor has significant influence unless it can be clearly demonstrated that this is not the case. If the holding is less than 20%, the entity will be presumed not to have significant influence unless such influence is clearly demonstrated.

A substantial or majority ownership by another investor does not necessarily preclude an entity from having significant influence.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

The carrying amount of equity-accounted investments is fully impaired as disclosed in note 9.

C. Foreign currency transaction

(1) Functional and presentation currency Items included in the special purpose interim consolidated financial statements of each of the Group's entities are measured and presented using the currency of the primary economic environment in which the Group operates (‘the functional currency’). The special purpose interim consolidated financial statements are presented in Egyptian Pounds, which is the Group’s functional and presentation currency.

- 17 - F-71 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Foreign currency transaction (continued)

(2) Transactions and balances Transactions made in foreign currency during the period are initially recognised in the functional currency of the Group on the basis of translation of foreign currency using the spot prevailing exchange rates between the functional currency and the foreign currency at the date of the transaction, and the monetary items denominated in foreign currency are also translated using the closing rates at the end of each financial period. Foreign exchange gains and losses resulting from the settlement of such monetary items and from the translation of monetary items denominated in foreign currencies are recognised by the Group in the profit and loss in the period in which these differences arise.

Translation differences on non-monetary financial assets and liabilities that are measured by fair value are recognised as part of the fair value gain or loss. Translation differences on non- monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised as profit or loss as part of fair value gain or loss. For available for sale financial assets, which do not represent monetary items (e.g. equity instruments), gains or losses recognised within other comprehensive income.

D. Fixed assets

The Group applies the cost model for measurement of fixed assets, and the fixed assets are recognised on their costs net of the accumulated depreciation and accumulated impairment losses. The cost of fixed asset includes any costs directly associated with bringing the asset to a working condition for its use intended by the management of the Group.

The Group recognises subsequent costs of the acquisition of the fixed asset as a separate asset, only when it is probable that future economic benefits will flow to the Group and the cost of the item can be measured reliably. The Group recognises in the carrying value of fixed asset the cost incurred to replace part of that asset at the date such costs are borne, and the carrying amount of replaced parts are derecognised. The Group recognises the costs of daily servicing of the fixed assets in the statement of profit or loss.

The straight-line method is used to allocate the depreciation of fixed assets consistently to their residual values over their estimated useful lives, except for lands, which are characterised with unlimited estimated useful life.

Below are the estimated useful lives of each type of the assets' Groups: Buildings 40 years Infrastructure 10 years Furniture and fixtures 7 years Laboratories 7 years Machinery and equipment 7 years Vehicles 5 years Books 20 years Programs & computers 10 years

The Group reviews the residual value of fixed assets and estimated useful lives of fixed assets at the end of each fiscal year, and adjusted when expectations differ from previous estimates.

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Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Fixed assets (continued)

The carrying amount of the fixed asset is reduced to the recoverable amount, if the recoverable amount of an asset is less than its carrying amount. This reduction is considered as a loss resulting from impairment and is recognized in the statement of profit or loss.

Gains or losses on the disposal of an item of fixed assets from the books are determined based on the difference between the net proceeds from the disposal of the item and the book value of the item, and the gain or loss resulting from the disposal of fixed assets is included in the statement of profit and loss "Other expenses - income".

Projects under construction are allocated to the relevant fixed assets category when the relevant assets are ready for use when it meets all the fixed assets recognition conditions. When the projects under construction cost exceeds the value expected to be recoverable it is reduced to the expected recoverable cost and the difference is recognized directly to the statement of profit or loss.

E. Financial assets

(i) Classification The Group classifies its financial assets in the following categories: Loans and receivables. Held to maturity investments (treasury bills).

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting period.

Loans and receivables: Loans and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets. Trade and other receivables are generally due for settlement within 30 days and therefore are all classified as current. Except for maturities greater than 12 months after the financial position date, these are classified as non-current assets and include cash equivalent and balances due from related parties and accrued revenues.

Recognition and Derecognition Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

(ii) Subsequent measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest method.

Interest on held-to-maturity investments, loans and receivables calculated using the effective interest rate method is recognised in the s profit or loss - 19 - F-73 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

F. Impairment of financial assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets are impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with the indication of impairment.

Financial assets recognised at amortised cost For loans and receivables categories, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the statement of profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument’s fair value using an observable market price.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in the statement of profit or loss within other income.

G. Intangible assets other than goodwill

(1) Licenses The University licences acquired in a business combination are recognised by reference to fair value at the acquisition date. The University license presidential decree is indefinite, there are provisions for neither a licensing period nor license revoking in the private universities law No. 101 for 1992 which amended by law No. 12 for 2009, or its executive regulations, no governmental periodic renewal process or renewal fees requirements and no similar University license has been historically revoked or suspended in Egypt The Group does not charge amortisation expenses to licence as it is considered as infinite lived intangible assets.

Software licence: will be amortized over 10 years. The license is for the sites and educational programs that support the Group in the framework of the transition to interactive education.

(2) Acquired customer relationships with existing students Existing students acquired in a business combination are recognised by reference to fair value at the acquisition date. The Group charges amortisation expenses of the existing students’ relationships as the economic benefits derived are expected over 4 years using the straight-line method.

- 20 - F-74 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

H. Impairment of non-financial assets

Impairment of non-financial assets. Intangible assets that have an indefinite useful life or intangible assets not ready for use are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.

I. Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of profit or loss when a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to the income statement.

J. Cash and cash equivalents

In the special purpose interim consolidated statement of cash flows, “cash and cash equivalents” includes cash in hand and with banks and deposits with maturities less than 3 months from the date of placement and treasury bills that are less than 3 months.

K. Inventories

Inventories are measured at the lower of cost and net realisable value. Cost is determined using the first-in, first-out method. The cost of inventories comprises costs of purchase and other costs, incurred by the Group in bringing the inventories to their present location and condition, and excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and any other costs necessary to complete the sale. The amount of any write-down of inventories to net realisable value and all losses of inventories shall be recognised as an expense in the period that write-down or loss occurred.

L. Capital

Ordinary shares are classified within equity.

- 21 - F-75 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

M. Current and deferred income tax

The Group recognises the current and deferred tax in the profit or loss for the year. Current and deferred tax is recognised in other comprehensive income or directly in equity if it related to items recognised - in the same period or different periods- in the statement of comprehensive income or directly in equity.

The income tax for the year is calculated on the basis of the tax laws enacted at the balance sheet date. Management annually evaluates tax situation through tax returns, taking into account the differences that may arise from some interpretations issued by administrative or regulatory authorities, and establishes the appropriate provisions on the basis of amounts expected to be paid to the tax authority.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the special purpose interim consolidated financial statements.

Deferred tax is determined using tax rates and laws that have been enacted at the date of the special purpose interim consolidated financial statements and are expected to apply when the related deferred income tax asset is used or the deferred tax liability is settled.

The deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is not recognised if it arises from 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 tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax liabilities are recognised on temporary differences arising from investments in subsidiaries, associates and shares in joint arrangements, except for such cases where the timing of the settlement of the temporary difference is controlled by the Group and it is probable that the temporary differences will not be settled in the foreseeable future. Generally, the Group is unable to control the settlement of the temporary difference for associates, only where there is an agreement in place that gives the Group the ability to control the settlement of the temporary difference.

Deferred tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and equity shares in joint ventures only to the extent that it is probable the temporary differences will be settled in the future and there is future taxable profit available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the current taxable liabilities and assets on a net basis.

- 22 - F-76 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

N. Employees' benefits

(1) Profit-sharing According to Companies law, employees are entitled to a profit-sharing according to the proposals made by the group’s board of directors and subject to approval by the general assembly of shareholders. Profit sharing is recognised as a dividend distribution through equity and as a liability when approved by the Group's shareholders.

(2) Defined contribution plan The Company contributes to the government social insurance system for the benefit of its personnel in accordance with the social insurance law No. 79 for the year 1975 and its amendments. The Company’s liability is confined to the amount of its contribution. Contributions are charged to the statement of profit and loss using the accrual basis of accounting.

O. Leases

Operating lease Leases in which the risks and rewards of ownership are retained by the lessor are classified as operating leases.

Payments made under operating leases (net of any discounts received from the lessor) are recognised as an expense in the statement of profit or loss on a straight-line basis over the period of the lease.

P. Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled, or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

- 23 - F-77 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Q. Borrowing costs

Specific borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

When funds are borrowed for the purpose of acquiring a qualifying asset to bear the cost of borrowing, the Group determines the amount of borrowing costs that are capitalised on this asset, which is the actual borrowing costs incurred by the entity during the period because of the borrowing transaction less any revenue realised from the temporary investment of borrowed funds.

The Group recognises other borrowing costs as expenses in the period the Group incurs such costs.

R. Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and amended to show the best present estimate. Where the effect of the time value of money is material, the amount of a provision shall be the present value of the pre-tax rate expenditures expected to be required to settle the obligation.

S. Trade payables

Trade payables are recognised initially at the amount of goods or services received from others, whether they invoices received or not. When they are material, goods and services received, as well as the trade payables are recognised at the present value of the cash outflow expected by using interest rate of similar term loans. Trade payables are then carried at amortised cost using the effective interest rate.

T. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold or service rendered due to the Group's normal course of business, stated net of value-added taxes, discounts, or deductions. The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the Group; and when specific criteria have been met for each of the Group’s activities, as described below. The amount of revenue is not considered accurately measurable unless all cases of uncertainty regarding the possibility of the collection of the amount due are excluded. The Group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the related specifics arrangement.

(1) Tuition revenue The Group provides educational services to students through its owned university. Educational revenue is recognised throughout the period of rendering the educational services.

(2) Bus revenue The Group provides educational services to students through its owned university. Buses revenue is recognised throughout the period of rendering the services.

(3) Management fees Revenue from management fees is recognized throughout the period of rendering the services.

- 24 - F-78 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Revenue recognition (continued)

(4) Interest income Interest income is recognised on a time-proportion basis using the effective interest method.

(5) Dividend income Dividend income is recognised when the right to receive payment is established.

U. Fair value estimation

Fair value is the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or pay the liability takes place either: - In the principal market for the asset or liability, or - In the absence of a principal market, the most advantageous market for the asset or the liability.

The Group should be able to have access to the principal market or the most advantageous market.

The fair value of the asset or liability is measured using the assumptions that market participants may use when pricing the asset or liability, assuming that market participants behave in their own economic interests.

The measurement of the fair value of a non-financial asset takes into account the ability of the market participant to generate economic benefits by using the asset at its maximum and bestselling condition or to sell to another market participant who will use the asset in its best use.

The Group uses valuation techniques that are appropriate in the circumstances and where sufficient data are available to measure the fair value, increase the use of relevant observable inputs and minimize the use of inputs that are not observable.

V. Segments reporting

Business segments are reported in accordance with internally submitted reports to senior management which makes decisions on the resources allocation and performance assessment of the Group's segments, and are represented to the central management committee. The Group has one business segment which provides educational services to the university’s students and all its operations are in Egypt.

W. Dividends

Dividends are recognised as liabilities in the special purpose interim consolidated financial statements upon the approval of the Group’s General Assembly of Shareholders.

- 25 - F-79 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

3. Financial risk management

(1) Financial risks factors

The Group activities expose it to a variety of financial risks. These risks include market risks (including foreign currency exchange risk, cash flow interest rate risk and fair value interest rate), credit risk, and liquidity risk. The Group is not exposed to price risk as it doesn’t have investments measured at commodities and equity investments.

The Group’s management aims to minimise the potential adverse effects on the Group’s financial performance. The Group does not use any derivative financial instruments to hedge specific risks.

(A) Market risk

i. Foreign exchange risks Foreign exchange rates risks are the risks of fluctuations in the fair value of future cash flows of a financial instrument due to changes in foreign currency exchange rates. The following analysis shows the calculation of the effect of reasonable and possible shift in foreign currencies against the functional currency of the Group while keeping all other variables constant, on the special purpose interim consolidated statement of profit or loss:

The following table shows the currencies position denominated in Egyptian Pounds at the date of the statement of financial position: 30 November 2020 31 August 2020 Assets Net Net*

USD 2,629,275 2,629,275 638,698 GBP 16,066 16,066 16,310

* The net balance for 2020 is only financial assets as the group does not have any liabilities.

Note 24 is illustrating the foreign currency gains or losses that have been recognised in the special purpose interim consolidated statement of profit or loss during the years.

At the end of the period/ year, if the foreign currency had increased or decreased by 10%, the effect on the special purpose interim consolidated profit or loss would have been as follows: 30 November 31 August 2020 2020

USD +/-10% 262,928 63,870 GBP +/-10% 1,607 1,631

ii. Cash flows and fair value interest rate risks The Group’s main interest rate risk arises from time deposits and treasury bills at fixed rates subject to change in renewal, which expose the Group to fair value risk. The risk is mitigated through the short-term nature of assets and that they are frequently repriced. Profit or loss is sensitive to higher/lower interest income from cash and cash equivalents as a result of changes in interest rates if the interest rate increased/decreased by 100 bps points (holding all other variables constant), the impact on the profit for the period ended 30 November 2020 (31 August 2020) is not material.

- 26 - F-80 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Financial risk management (continued)

(B) Credit risk.

Credit risk arises from cash and cash equivalents and due from related parties.

Cash at banks is placed with local banks that are subject to the supervision of the Central Bank of Egypt. Accordingly, the Parent Company’s management believes that credit risk resulting from the cash at the bank is minimal.

Balances exposed to credit risks are as follows: 30 November 31 August 2020 2020

Due from related parties - 3,498,963 Cash at banks 108,891,381 172,147,006 Treasury bills 252,628,936 156,667,952 Accrued interest 1,747,558 248,473 363,267,875 332,562,394

(C) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due, due to shortage of funding. The Group’s exposure to liquidity risk results primarily from the lack of offset between the maturities of assets and liabilities.

The management makes cash flow projections on periodic basis, which are discussed during the board of directors’ meetings, and takes the necessary actions to negotiate with suppliers, and manage the inventory balances in order to ensure sufficient cash is maintained to discharge the Group’s liabilities.

The Group’s management monitors liquidity requirements to ensure it has sufficient cash and cash equivalents to meet operational needs to be able to maintain financial terms, guarantees and covenants at all times. Balances due to suppliers are normally settled within 45 days from the date of purchase.

The table below summarises the maturities of the Group’s undiscounted financial liabilities (excluding income tax liabilities), based on contractual payment dates and current market interest rates. Less than From 6 months From 1 year Over 5 6 months to 1 year to 5 years years Total 30 November 2020 Trade and other payables -Non-current (Note17) 13,966,959 45,775,439 59,742,398 Trade and other payables 159,801,113 - - - 159,801,113 Total 173,768,072 - 45,775,439 - 219,543,511 31 August 2020 Due to related parties 32,880 - - - 32,880 Trade and other payables -Non-current (Note17) 20,722,602 61,034,077 - 81,756,679 Trade and other payables 53,428,144 - - - 53,428,144 Total 74,183,626 - 61,034,077 - 135,217,703

- 27 - F-81 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Financial risk management (continued)

(2) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders using the special purpose interim consolidated financial statements. The Group also aims to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce the Group debts. The Group's management monitors the capital structure using the ratio of net debt to total capital. Net debt is the total of the due to related parties, trade and other payables less cash on hand and at banks. The total capital is the Group’s total equity as described in the statement of financial position plus net debt (while not accounting for the net debt if the value is below zero).

Net debt to total capital is as follows: 30 November 31 August 2020 2020 Total liabilities Due to related parties - 32,880 Trade and other payable - Current 173,768,072 74,150,746 Trade and other payable – Non-current 40,599,059 54,132,219 Less: Cash and cash equivalents (361,754,717) (328,879,801) Net liabilities (147,387,586) (200,563,956) Equity 1,026,251,497 1,091,013,365 Total capital 1,026,251,497 1,091,013,365

(3) Fair value estimation

At the period end, no financial assets or liabilities were measured at fair value. The carrying value of financial assets and financial liabilities classified as current assets or current liabilities in the statement of financial position at period-end approximates its fair value due to their shorter maturities.

The fair value of the non-current portion of trade and other payable is not expected to have a material difference from the reported carrying amount.

- 28 - F-82 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

4. Critical accounting estimates and judgment

Critical accounting estimates and assumptions Estimates and assumptions are evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. In general, applying the Group’s accounting policies does not require management to use professional judgments that may have significant impacts on the amounts recognised in the special purpose interim consolidated financial statements.

Estimated impairment of goodwill and license The Group tests goodwill and license for impairment at least annually. The recoverable amount of the cash-generating unit has been determined based on value-in-use calculations. These calculations require the use of estimates as further detailed in Note 6.

Estimation of useful lives for fixed assets The estimation of the useful lives of items of property, plant and equipment is a matter of judgment based on the experience with similar assets. The future economic benefits embodied in the assets are consumed principally through use. However, other factors, such as technical or commercial obsolescence and wear and tear, often result in the diminution of the economic benefits embodied in the assets. Management assesses the remaining useful lives in accordance with the current technical conditions of the assets and the estimated period during which the assets are expected to earn benefits for the Group. The following primary factors are considered: (a) the expected usage of the assets; (b) the expected physical wear and tear, which depends on operational factors and maintenance programme; and (c) the technical or commercial obsolescence arising from changes in market conditions.

If the estimated useful lives differ by 10% from management’s estimates, the impact on depreciation for the period ended 30 November 2020 (30 November 2019) would not be material to the statement of profit and loss.

Amortization of prepayments During 2019, the Group has entered into a contract with the Egyptian Electricity Transmission Company for the purpose of obtaining access to the needed infrastructure equipment to facilitate connecting the university’s premises with the national grid.

The Group has paid an amount of EGP 18,261,279 for the cost of obtaining access to the infrastructure equipment, as this will be used to support the electricity connection in the future without any ownership rights attributable to the Group, the payment was recognised as an advance payment for future utilities services to be amortised over 32 years which corresponds to the remaining useful life of the Buildings.

- 29 - F-83 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements - For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

5. Fixed assets

Projects Furniture Machinery & Programs& under Land* Buildings Infrastructure & fixtures Laboratories equipment Vehicles Books computer constructions Total

Year ended 31 August 2020 Opening net book amount - 343,084,057 9,234,520 25,755,959 42,229,387 7,552,341 7,081,409 1,716,964 593,120 66,206,203 503,453,960 Additions 90,000,000 1,399,139 2,665,680 2,648,730 6,369,042 1,999,534 4,369,083 4,216 354,000 79,949,601 189,759,025 Transfer from PUC - 2,466,721 49,873,219 8,555,217 17,218,805 - - - - (78,113,962) - Depreciation charge - (10,234,342) (3,341,756) (8,862,843) (10,964,247) (2,021,448) (4,798,966) (1,215,356) (447,894) - (41,886,852) F-84 Net book amount 90,000,000 336,715,575 58,431,663 28,097,063 54,852,987 7,530,427 6,651,526 505,824 499,226 68,041,842 651,326,133

31 August 2020 Cost 90,000,000 396,939,735 97,784,405 98,559,668 95,362,357 18,807,310 37,663,889 3,088,351 3,560,996 68,041,842 909,808,553 Accumulated depreciation - (60,224,160) (39,352,742) (70,462,605) (40,509,370) (11,276,883) (31,012,363) (2,582,527) (2,582,970) - (258,003,620) Accumulated impairment ------(478,800) - (478,800) Net book amount 90,000,000 336,715,575 58,431,663 28,097,063 54,852,987 7,530,427 6,651,526 505,824 499,226 68,041,842 651,326,133

* During the year ended 31 August 2020, the Group acquired a plot of land in the new city of Beni Suif by amounted 90M. note (17).

- 30 - TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements - For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Fixed assets (continued)

Projects Furniture & Machinery & Programs& under Land Buildings Infrastructure fixtures Laboratories equipment Vehicles Books computer constructions Total

Period ended 30 November 2020 Opening net book amount 90,000,000 336,715,575 58,431,663 28,097,063 54,852,987 7,530,427 6,651,526 505,824 499,226 68,041,842 651,326,133 Additions - - - 934,011 4,114,506 - 1,014,200 - 555,987 14,899,900 21,518,604 Transfer from PUC - 1,038,612 16,626,324 1,650,645 9,780,453 - - - 1,364,660 (30,460,694) -

F-85 Depreciation charge - (2,573,069) (2,117,545) (2,342,209) (3,052,238) (481,424) (566,159) (9,142) (83,143) - (11,224,929) Net book amount 90,000,000 335,181,118 72,940,442 28,339,510 65,695,708 7,049,003 7,099,567 496,682 2,336,730 52,481,048 661,619,808

30 November 2020 Cost 90,000,000 397,978,347 114,410,729 101,144,324 109,257,316 18,807,310 38,678,089 3,088,351 5,481,643 52,481,048 931,327,157 Accumulated depreciation - (62,797,229) (41,470,287) (72,804,814) (43,561,608) (11,758,307) (31,578,522) (2,591,669) (2,666,113) - (269,228,549) Write off ------(478,800) - (478,800) Net book amount 90,000,000 335,181,118 72,940,442 28,339,510 65,695,708 7,049,003 7,099,567 496,682 2,336,730 52,481,048 661,619,808

- 31 - TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

6. Intangible assets

31 August 2020 Movement Balances Existing 31 August Cost Goodwill License students 2020

Arising from business combination 222,464,614 300,069,081 73,125 522,606,820 Amortisation charge* - (206,984) (73,125) (280,109) Net book amount 222,464,614 299,862,097 - 522,326,711

30 November 2020 Movement Balances Existing 30 November Cost Goodwill License students 2020

Arising from business combination 222,464,614 299,862,097 - 522,326,711 Amortisation charge* (52,039) - (52,039) Net book amount 222,464,614 299,810,058 - 522,274,672

Goodwill Nahda University LP and Nahda Education Company S.A.E, is considered as one cash-generating unit as group has only one university that is located in Egypt, for which the goodwill resulting from acquisition was allocated.

The recoverable amount of cash-generating unit is estimated by calculating the value in use, using pre- tax cash flows based on financial budgets approved by management, which cover a period of seven years maximum. The terminal value is calculated using a 5% terminal growth rate (31 August 2020: 5%) which does not exceed the long-term average historical growth rate for the education sector in which the subsidiary operates. The management determines the specific assumptions of cash flow forecasts based on past experience and expectations of the market.

Licenses The fair value of the license is determined by using multi-period excess earnings method. (“MEEM”) The fundamental principle underlying the MEEM is to isolate the net earnings attributable to the asset being measured. Cash flows are used as a basis for applying this method. An intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life excluding contributory assets. The net present value of any tax benefits associated with amortising the intangible asset for tax purposes (where relevant) is added, to arrive at the intangible asset’s fair value The contributory asset charges are calculated using the assets’ respective fair values, and they are based on an ‘earnings hierarchy’ or prioritisation of total earnings ascribed to the assets in the group. The earnings hierarchy is the foundation of the MEEM, in which earnings are first attributed to a fair return on contributory assets (such as investment in working capital) and property, plant and equipment. These are considered a prerequisite to developing the ability to deliver goods and services to customers, and thus their values are not included as part of the intangible asset’s value.

*The University has signed a contract with Aptech’s Company, which is a 10-year of license for the sites and educational programs for the Group in the framework of the transition to interactive education.

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F-86 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Business combination and intangible assets (continued)

When testing Goodwill for impairment, the recoverable amount of a cash generating unit is determined based on value-in-use calculations. The recoverable amount was determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a six-year period, this ascribed to the length of business cycle in the University. Cash flows beyond the six-year period are extrapolated using the estimated growth rates stated below. The growth rates do not exceed the long-term average growth rate for the business sector of the economy in which the CGU operates.

Cash inflows used for the purpose of calculating the value in use include education revenue and tuition fees.

Cash outflows used for the purpose of calculating value in use include academic and admin staff costs, commissions, educational materials, and operating expenses.

Key assumptions used for value-in-use calculations to test the recoverability of goodwill are as follows: 30 November 31 August 2020 2020

Revenue average annual growth rate 25% 25% Gross profit average annual growth rate 26% 26% Terminal value 5% 5% Discount rate 16.4% 16.4%

Management determined the budgeted gross margin based on past performance and its market expectations. The weighted average growth rates used are consistent with the forecasts included in industry reports. The determined value in use is higher than the carrying value of intangible assets and hence no impairment losses were recognised in the special purpose interim consolidated financial statements.

The discount rates used are pre-tax, and reflect specific risks relating to the relevant CGUs.

Impact of possible changes in key assumptions

If the following key assumptions have changed:

● Budgeted average gross margin used in the value-in-use calculation for the CGU had been 5% lower than management’s estimates. The value-in-use amount will be decreased by EGP 399.8M which represent an 7.19% decline in the value-in-use amount. ● Budgeted average revenue growth rate margin used in the value-in-use calculation for the CGU had been 1% lower than management’s estimates. The value-in-use amount will be decreased by EGP 220M which represent an 3.96% decline in the value-in-use amount. ● Pre-tax discount rate applied to the cash flow projections of this CGU had been 1% higher than management’s estimates. The value-in-use amount will be decreased by EGP 227M which represent a 4.08% decline in the value-in-use amount. ● Terminal growth rate applied to the cash flow projections of this CGU had been 1% higher than management’s estimates. The value-in-use amount will be increased by EGP 350.9M which represent a 6.3% incline in the value-in-use amount.

The 5% decline in growth rate or terminal growth rate or 5% increase in the discount rate would still result in significant excess of the value in use over the carrying amounts of intangible assets.

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F-87 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

7. Inventories

30 November 31 August 2020 2020

Other supplies 2,161,765 3,742,483 Hospital supplies 1,857,732 1,316,374 Chemical supplies 1,003,531 - 5,023,028 5,058,857

No indication of impairment for these inventories.

8. Trade and other receivables

30 November 31 August 2020 2020

Prepaid expenses (Note 4) 19,969,515 20,429,374 Advances to suppliers 10,198,346 6,895,490 Deposits held with others 5,287,736 5,262,402 Advances to tax authority 6,268,989 4,885,754 Accrued interest 1,747,558 248,473 Employee custody 495,940 852,249 Other receivables 1,613,566 1,982,191 45,581,650 40,555,933 Impairment in the other receivables - (1,694,593) 45,581,650 38,861,340 Less: non-current portion Prepaid expenses – non-current portion (Note 4) (16,976,110) (17,118,386) 28,605,540 21,742,954

Movement of impairment for other receivables is illustrated below: 30 November 31 August 2020 2020

Balance at the beginning of the year 1,694,593 1,672,323 Impairment incurred during the year - 22,270 Write off incurred during the period (1,694,593) - Balance at the ending of the year - 1,694,593

- 34 -

F-88 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

9. Related party transactions

The Group entered into several transactions with companies and entities that are included within the definition of related parties, as stated in Accounting Standard (15), "Disclosure of related parties". The management decides the terms and conditions of transactions and services provided from/ to related parties, as well as other expenses. Below is the statement that shows the nature and amounts of the transactions with related parties during the period/ year:

(i) Due from related parties: 30 November 31 August Nature of relationship 2020 2020

Senior management - 1,698,963 Associate to the Group - 11,396,889 Other related party - 1,800,000 Impairment in due from associate - (11,396,889) - 3,498,963

Movement of the impairment for due from associate is illustrated below: 30 November 31 August 2020 2020

Balance at the beginning of the period/ year 11,396,889 6,808,760 Impairment incurred during the period/ year 745,000 4,588,129 Write off incurred during the period (12,141,889) - Balance as at 31 August - 11,396,889

(ii) Due to related parties: 30 November 31 August Nature of relationship 2020 2020

Other related party - 32,880 - 32,880

(iii) Key management personnel compensation 30 November 30 November 2020 2019

Profit distribution 6,622,875 - Salaries 2,543,327 2,177,468 9,166,202 2,177,468

- 35 -

F-89 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Related party transactions (continued)

(iv) Transactions during the period/ year: Nature of 30 November 31 August transactions 2020 2020

Senior management Advances (1,698,963) (1,960,621) Other related party Payment of expenses on behalf of the company (1,832,880) 1,800,000 Associate to the Group* Payment of operating expenses on behalf the associate to the Group - 4,588,129

* Nahda University for Education and Management Service S.A.E has an investment in ab associate “Media Monitor for Publishing, Research And Marketing”. Taaleem paid expenses on behalf of Media monitor amounting to EGP 745,000 during the period (31 August 2020: 4,588,129 EGP).

Management has assessed amounts funded to the associate to be uncollectible considering the associate’s operational performance and accordingly all balances have been impaired. Further, management assessed the carrying value of the investment in associate amounting to EGP 31,875 to be impaired, and accordingly, the full amount was recognised as an impairment within the statement of profit and losses during the year ended 31 August 2019.

10. Cash and bank balances

30 November 31 August 2020 2020

Time deposits with banks 180,000 180,000 Bank current accounts 108,711,381 171,967,006 Cash on hand 234,400 264,843 Cash and cash on hand 109,125,781 172,411,849 less: Time deposit restricted to cover letter of guarantee (200,000) (200,000) Cash and cash equivalents 108,925,781 172,211,849

Current accounts and time deposits with banks are deposited with local banks under the supervision of the Central Bank of Egypt.

Time deposits are placed at local banks and are matured within periods of 90 days as of the date of placement. These deposits have interest rates 6.5% (31 August 2020: 6.5%) per annum.

- 36 -

F-90 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Cash and bank balances (continued)

For the purposes of the special purpose interim consolidated statement of cash flows, cash and cash equivalents comprise: 30 November 30 November 2020 2019

Time deposits with banks 180,000 172,180,000 Bank current accounts 108,711,381 56,349,113 Cash on hand 234,400 254,975 Treasury bills with maturities of less than 3 months 252,628,936 - Less: Coverage of a letter of guarantee (200,000) (200,000) Cash and cash equivalents 361,554,717 228,584,088

11. Treasury bills

30 November 31 August 2020 2020

Treasury bills – 90 days maturity 255,000,000 159,000,000 Unamortized discount (2,371,064) (2,332,048) 252,628,936 156,667,952

Treasury bills are entitled to a constant annual interest rates of 12% on 30 November 2020 (31 August 2020: 12%). Treasury bills are placed with local banks under the supervision of the CBE.

12. Paid-up capital

The authorised capital of the Company amounted to EGP 1,000,000,000

The Company issued capital amounted to EGP 730,250,000 distributed to 73,025,000 shares with a par value of EGP 10 for each share.

The paid-up capital of the nominal value is allocated as follows for the period ended 30 November 2020 (31 August 2020): No. of Value of Paid up Name Nationality Shares shares capital

30 November 2020 and 31 August 2020 Sphinx Obelisk B.V. Netherlands 73,024,970 730,249,700 730,249,700 Amr Abdel Karim Tawheed Helal Egyptian 10 100 100 Omar Amin Hesham Mohamed Egyptian 10 100 100 Ehab Ahmed Amr Ehab Tantawy Egyptian 10 100 100 73,025,000 730,250,000 730,250,000

- 37 -

F-91 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Paid-up capital (continued)

The Company has been established on 8 September 2014 with EGP 250,000 issued capital, and as permitted by the law, 25% of issued capital amounting to EGP 62,500 has been paid and the remaining amount to be paid within a five years period. On 14 May 2019 the Company’s board of directors approved the completion of the paid-in capital and payment of the EGP 187,500 remaining amount. The Company registered the fully paid issued capital of EGP 250,000 in its commercial register on 17 June 2019.

The Company’s board of directors held a meeting on 19 November 2019 and decided to request an extraordinary general meeting to discuss increasing the Company's capital. The extraordinary general meeting was held on 14 January 2020 and unanimously approved to increase the Company's authorized capital to EGP 1,000,000,000 (one billion Egyptian Pounds) and increase the Company's issued capital to EGP 730,250,000 (seven hundred thirty million two hundred fifty-thousand Egyptian Pounds).

The meeting also registered the payment of EGP 306,600,000 and the amount registered in the commercial register on 11 February 2020 which represents 42% of the EGP 730,000,000 issued capital increase.

On 22 February 2020, the Company’s board held a meeting and called for EGP 292,000,000 payment in the Company capital to increase the total paid-in capital of the Company to EGP 598,850,000 and the amount registered in the commercial register on 8 March 2020.

On 12 May 2020, the Company’s board held a meeting and called for EGP 131,400,000 payment in the Company capital to increase the total paid-in capital of the Company to EGP 730,250,000 and the amount was registered in the commercial register on 11 June 2020.

13. Legal reserve

In accordance with the Companies’ law number 159 for year 1981, 5 % of the net profit of the year is transferred to the legal reserve. This transfer may be discontinued if the legal reserve reaches 50% of the issued capital. This reserve is not available for distribution to shareholders.

14. Non-controlling interests

Retained Capital Reserves earnings Total 31 August 2020 Balance at 1 September 2019 1,795,000 4,285,472 1,477,016 7,557,488 Acquisition of non-controlling interests in Nahda University LP (250,000) (607,868) (592,571) (1,450,439) Acquisition of non-controlling interests in Nahda University for Education Services Management (32,500) - 1,137,035 1,104,535 Total comprehensive income for the year - - 1,656,198 1,656,198 Balance at 31 August 2020 1,512,500 3,677,604 3,677,678 8,867,782 30 November 2020 Balance at 1 September 2020 1,512,500 3,677,604 3,677,678 8,867,782 Total comprehensive income for the period - - 318,114 318,114 Balance at 30 November 2020 1,512,500 3,677,604 3,995,792 9,185,896

- 38 -

F-92 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

15. Deferred tax liabilities

Deferred income tax is represented in the tax liabilities arising from temporary differences between the tax basis of assets and their carrying amounts in the special purpose interim consolidated financial statements.

Change in tax assets and liabilities during the year is as follows: Expense/ (Income) charged Balance at to the statement Balance at 1 September of income during 30 November 2020 the period 2020 Liabilities Fixed assets 13,480,811 641,092 14,121,903 Fixed assets - arising from business combination 19,541,109 (475,451) 19,065,658 Intangible assets - arising from business combination 67,129,228 - 67,129,228 Total liabilities 100,151,148 165,641 100,316,789

Expense/ (Income) charged Balance at to the statement Balance at 1 September of income during 31 August 2019 the year 2020 Liabilities Fixed assets 10,834,369 2,646,442 13,480,811 Fixed assets - arising from business combination 21,970,482 (2,429,373) 19,541,109 Intangible assets - arising from business combination 67,145,681 (16,453) 67,129,228 Total liabilities 99,950,532 200,616 100,151,148

16. Provisions

Lawsuits Tax Other provisions provisions provisions Total

Balances as of 1 September 2019 420,000 8,119,463 730,263,468 738,802,931 Provisions incurred during the year 1,000,000 - - 1,000,000 Provisions used during the year - (3,915,849) (730,263,468) (734,179,317) Balances as of 31 August 2020 1,420,000 4,203,614 - 5,623,614 Balances as of 30 November 2020 1,420,000 4,203,614 - 5,623,614

- 39 -

F-93 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Provisions (continued)

Other provisions Management estimated that it is probable that Sphinx Obelisk B.V. the immediate parent of the company (“the Parent'') would demand a payment amounting to EGP 730.3M (“the Transaction Price”) which represents the cash consideration paid on behalf of the company for the purpose of acquiring a controlling stake of 98.7% in Nahda University LP. On 10 September 2015 and 31 May 2016, the company recognised provisions amounting to EGP 258M and EGP 472.3M respectively corresponding to the recognition of the effects of the business combination accounting in the consolidated financial statements.

On the 30th of January 2020, Sphinx Obelisk claimed from Taaleem Management Services the EGP 730,263,468. Taaleem signed a loan agreement with Sphinx Obelisk for EGP 730.3 M and recognized a corresponding liability being the consideration paid on behalf of Taaleem to acquire Nahda Group and utilized the related provision made for that purpose. and the loan was settled during February and March 2020 as follows:

 On 4 February 2020 the management made the 1st repayment of the loan for EGP 307,000,000.  On 20 February 2020 the management made the 2nd repayment of the loan for EGP 292,000,000.  On 19 March 2020 the management made the last repayment for EGP 131,263,468. The payments were fully settled on their maturities.

17. Trade and other payables

30 November 31 August 2020 2020

Dividends Payable to shareholders 110,267,750 - Amounts payable in relation to acquiring a plot of land 54,566,018 74,854,821 Accrued expenses 22,337,181 24,510,174 Trade payable 7,584,910 12,939,583 Tax Authority 7,318,967 6,112,950 Retentions 6,243,657 6,354,336 Social insurance authority 155,591 119,525 Other payables 5,893,057 3,391,576 214,367,131 128,282,965 Less: non-current portion Amounts payable in relation to acquiring a plot of land – non-current portion* (40,599,059) (54,132,219) 173,768,072 74,150,746

* During 2020, the Company acquired a plot of land in the new city of Beni Suif with an area of 26.5 acres within the framework of the expansion of the activities of Nahda University. The transaction price amounted to EGP 90m; payment terms are 25% upfront with the remaining balance payable on 5 annual instalments bearing interest of corridor rate as announced by the Central Bank of Egypt at dates of annual payments plus 2% margin in addition to 1.5% admin fees. During 2020, the capitalised borrowing costs in project work in progress (Note 5) amounted to EGP 8M (31 August 2020: EGP 7.2M) and the company paid the first instalment amounted to EGP 13.5M on 4 November 2020.

- 40 -

F-94 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Trade and other payables (continued)

17.a) Deferred revenues: Deferred revenue represents, the revenues collected from the university students for the academic year 2020-2021 amounting to EGP 186,500,355 (2020: EGP 178,999,459) for which education services have not yet been provided as of 30 November 2020. These amounts are amortized throughout the educational process from the date of commencement of the academic year 2020- 2021.

The following table shows the movement of deferred revenues at the date of the statement of financial position: 30 November 31 August 2020 2020

Balance at the beginning of the year 178,999,459 210,952,467 Collected during the period/ year 138,843,129 403,267,476 Transferred to revenue (131,342,233) (435,220,484) Balance at year end 186,500,355 178,999,459

18. Other income

30 November 30 November 2020 2019

Reversal of other payables - no longer required 6,987,500 - Other revenue 1,135,320 912,632 8,122,820 912,632

19. Current income tax liability

30 November 31 August 2020 2020

Balance at the beginning of the period/ year 46,048,374 28,962,732 Current income tax for the period/ year 17,146,115 47,975,918 Current tax related to prior years - 12,459,339 Paid during the period/ year - (43,349,615) 63,194,489 46,048,374

- 41 -

F-95 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

20. Operating revenue

30 November 30 November 2020 2019

Tuition fees 129,874,002 127,759,966 Student housing subscription 1,389,347 2,515,288 Bus subscription 78,884 260,042 Other educational fees 3,454,124 3,320,038 134,796,357 133,855,334

21. Operating costs

30 November 30 November 2020 2019

Salaries and wages 16,847,649 16,309,152 Depreciation 10,954,654 9,153,964 Educational activities expenses 7,999,911 6,118,867 Utilities expenses 2,104,966 2,281,241 Governmental fees 2,031,268 166,074 Land rent fees 1,340,976 1,340,973 Laboratory expense 1,037,719 1,464,302 Transportation and travel expenses 833,874 803,509 Educational governmental fund subscription 825,000 850,000 Amortization expense of prepaid expenses 142,276 142,276 Amortization expense of intangible assets 52,039 52,039 Conference, symposium and training expenses - 80,245 Other expenses 225,844 704,353 44,396,176 39,466,995

- 42 -

F-96 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

22. General and administrative expenses

30 November 30 November 2020 2019

Salaries and wages 11,070,602 9,664,256 Value added tax on management fees 3,734,142 1,377,047 Rent 3,152,683 658,917 Professional fees 1,941,331 3,278,638 Advertising expenses 1,920,534 1,300,466 Security 1,686,094 1,247,470 Social insurance 1,609,270 958,522 Telephone and fax expense 1,027,121 478,668 Cleaning, internet and water 999,329 944,156 Maintenance fees 971,907 571,850 Impairment of due from related party (Note 9) 745,000 1,603,129 Transportation and travel expenses 606,453 584,370 Depreciation expense 270,275 148,540 Community service expenses 171,538 258,739 Real estate tax 75,567 75,567 Conference and camps expense 85,081 156,351 Amortization expense - 24,375 Company's contribution in the comprehensive medical 457,228 347,049 insurance plan* Other expenses 2,188,835 2,137,329 32,712,990 25,815,439

* Represents the amount of Group contribution in the unified medical treatment plan with a percentage of 0.0025 from total operating revenue, other income and finance income; according to article No. 40 of law No. 2 of 2020 (Contribution in comprehensive medical insurance plan).

- 43 -

F-97 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

23. Expenses by nature

30 November 30 November 2020 2019

Salaries and wages 27,918,251 25,973,408 Depreciation expense 11,224,929 9,302,503 Educational governmental fund subscription 7,999,911 6,118,867 Rent 4,493,659 1,999,890 Vat on management fees 3,734,142 1,377,047 Utilities expenses 2,104,966 2,281,241 Governmental fees 2,031,268 166,074 Professional fees 1,941,331 3,278,638 Advertising expenses 1,920,534 1,300,466 Security 1,686,094 1,247,470 Social insurance 1,609,270 958,522 Transportation and travel expenses 1,440,327 1,387,879 Laboratory expense 1,037,719 1,464,302 Telephone and fax expense 1,027,121 478,668 Cleaning, internet and water 999,329 944,156 Maintenance fees 971,907 571,850 Educational activities expenses 825,000 850,000 Impairment of due from related party (Note 9) 745,000 1,603,129 Community service expenses 171,538 258,739 Amortization expense of prepaid expenses 142,276 142,276 Real estate tax 111,987 111,606 Conference and camps expense 85,081 236,596 Amortization expenses 52,039 76,414 Company's contribution in the comprehensive medical insurance plan 457,228 347,049 Other expenses 2,378,259 2,805,644 77,109,166 65,282,434

24. Finance income (cost) - net

30 November 30 November 2020 2019

Interest income 9,597,148 5,148,110 Foreign currency gain (loss) 21,027 (338,748) 9,618,175 4,809,362

- 44 -

F-98 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

25. Income tax expenses

30 November 30 November 2020 2019

Deferred income tax (Note 15) 165,641 1,232,659 Current tax expenses for the period 17,146,115 16,987,761 17,311,756 18,220,420

Effective tax rate The tax on profit before tax theoretically differs from the amount expected to be paid by applying the average tax rate applicable to the Company’s profit as follows: 30 November 30 November 2020 2019

Net profit before tax 75,428,212 74,294,893

Income tax based on tax rate (22.5%) 16,971,348 16,716,351 Non-deductible expenses 340,408 1,504,069 Income tax expense 17,311,756 18,220,420 Effective tax rate 22.9% 24.5%

26. Earnings per share

(1) Basic: Basic earnings per share is calculated by dividing: • The profit attributable to the parent company. deducting all the distributions to employees and Board of directors (If any).

• The weighted average number of ordinary shares outstanding during the year represented the number of ordinary shares outstanding at the beginning of the year, adjusted by the number of ordinary shares issued by the Group during the year, and multiplied by the weighted time factor. The weighted time factor represents the number of days in which the number of shares remains outstanding as a fraction of the total number of days in the year. 30 November 30 November 2020 2019

Net profit for the period attributable to owners of the parent company 57,798,316 55,397,412 Expected / actual distribution to the employees (5,779,831) (5,539,741) 52,018,485 49,857,671 Weighted average of No. of shares 73,025,000 25,000 Earnings per share 0.71 1,994

(2) Diluted Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding for the effects of all potential ordinary shares causing the (dilution) decrease.

During the financial period ended 30 November 2020 the Group did not issue any of the potential ordinary shares that resulted in a dilution. - 45 -

F-99 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

27. Tax position

Taaleem Management Services Company

(1) Income tax

Financial years from the date of inception till 30 November 2020: - Tax returns are regularly submitted, and the Company has not been notified by any examination request till the date of the special purpose interim consolidated financial statements.

(2) Payroll tax

Financial years from the date of inception till 30 November 2020: - The tax is deducted and paid on a regular basis - The Company has not been notified by any examination request for wage and salary tax for the years mentioned above till the date of the special purpose interim consolidated financial statements.

(3) Stamp duty Financial years from the date of inspection till year 2018: - The Company has been inspected and settled all claims.

Financial years from year 2019 till year 30 November 2020: - The Company has not been notified by any examination request

(4) Withholding tax

Financial years from the date of inception till 30 November 2020: - The tax is deducted and paid on a regular basis. - The Company has not been notified by any examination request for withholding tax for the years mentioned above till the date of the special purpose consolidated financial statements.

(5) Value added tax (VAT)

Financial years from 2016 till 31 December 2018: - The Company has been registered for VAT according to Law no 67 of 2016 and VAT returns are submitted on a regular basis - The Company has been inspected and settled all claims. Financial years from 2019 till 30 November 2020: - VAT returns are submitted on a regular basis

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

- 46 -

F-100 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Tax position (continued)

Nahda University Company - LP

(1) Income tax

Period from inception till August 2018 - The university has been inspected by the Egyptian Tax Authority and internal committees and all taxes have been paid.

Period from 1 September 2018 till 30 November 2020 - The tax returns were submitted on the due dates and the documents necessary to complete the inspection work are being prepared.

(2) Salaries tax

Period from inception till August 2008 - The university has been inspected by the Egyptian Tax Authority, and inspection differences have been settled.

Period from 2009 till 2015 - The university has been inspected and all taxes have been paid.

Period from 2016 till 30 November 2020 - Salary tax is being deducted from employees and delivered regularly.

(3) Stamp Tax

Period from inception till 2018 - The university has been inspected by Egyptian Tax Authority; and inspection differences have been settled

Period from 2019 till 31 November 2020 - The University has not been notified of any inspections.

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

Nahda University for Education and Management Services S.A.E.

(1) Income tax

Period from inception till November 2020 - No tax inspection has been done since the establishment date until the date of the special purpose interim consolidated financial statements

(2) Salaries tax

Period from inception till November 2020 - No tax inspection has been done since the establishment date until the date of the special purpose interim consolidated financial statements, however, the company has no employees until the date of the special purpose interim consolidated financial statements.

- 47 -

F-101 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

Tax position (continued)

(3) Stamp Tax

Period from inception till November 2020 - No tax inspection has been done since the establishment date until the date of the special purpose interim consolidated financial statements.

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

Nahda Education Services S.A.E.

(1) Income tax

Financial years from the date of inception till November 2020: - Tax returns are regularly submitted, and the Company has not been notified by any examination request till the date of the special purpose interim consolidated financial statements.

(2) Payroll tax

Financial years from the date of inception till November 2020: - The Company has not been notified by any examination request for wage and salary tax for the years mentioned above till the date of the special purpose interim consolidated financial statements.

(3) Stamp duty

Financial years from year 2015 till November 2020: - The Company has not been notified by any examination request for stamp duty for the years mentioned above till the date of the special purpose interim consolidated financial statements.

(4) Withholding tax

Financial years from the date of inception till November 2020: - The Company has not been notified by any examination request for stamp duty for the years mentioned above till the date of the special purpose consolidated financial statements.

There are no disputes with tax authorities and no uncertain tax issues until the reporting date.

28. Capital commitment

Capital commitments contracted on the date of the special purpose interim consolidated financial statements have not been recognized as liabilities to the Company: 30 November 31 August 2020 2020

Capital commitment* - 14,906,701 - 14,906,701

● The capital commitment represents construction work and the supply of furniture and equipment for the College of Medicine and the university's landscaping which was completed as of 30 November 2020.

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F-102 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

29. Significant event

COVID -19 Impact: The global COVID-19 pandemic had put more than 1/3 of the world’s population in some form of lockdown, disrupting daily life and stress-testing longstanding paradigms. We praise essential front- line workers risking their lives and those of their families for the greater good, and those non-essential workers who have stayed home in a heartening show of global solidarity. Families have shown their resilience, adaptability, and mettle in dealing with the changes COVID-19 has thrust upon them, and Taaleem is proud to have played a role in their readiness to face those challenges. While the world continues to grapple with the consequences of COVID-19; we are committed to keeping our stakeholders abreast of our response to the pandemic in key areas including Educational Service Continuity, HSE, Transportation, and Human Resources, and Financial Reporting practices.

On 15 March 2020, universities were asked to shut down and to move classrooms online. Within 72 hours of activating the distance learning protocol, 100% of Nahda’s University Colleges had moved online. All non-essential staff is now fully working from home, connected to the university and to students virtually. Taaleem has taken the decision to halt all transportation services and to ground all buses immediately to curb the potential spread of COVID19 and the transportation workers will continue to receive their salaries in full.

In response to COVID-19 and taking into account the importance of anticipating the potential material impact on the figures for the financial period ending 30 August 2021 as well as the business continuity going forward if humanity is to maintain a strict lock down system to minimize public exposure. The management expects the following financial implications:

- Our targeted accommodation and transportation revenue for 2020/2021 is EGP 5.1M and EGP 1.2M respectively, representing 1.1% of the total targeted revenue. Our risk assessment limitation to transportation and accommodation revenues is due to the fact that the university is able to shift 100% of the academic delivery process to online education. This has been proven during the 2019/2020 lockdown.

Based on the above timeline, and since the university enrolled all targeted students for the academic year 2020/2021, we do not expect any decrease in targeted revenue except for the transportation revenues because of the pandemic during the coming year (2020/2021).

According to the above the Group expects that education activities will always continue virtually or physically and hence management does not expect a negative effect on the Group’s ability to continue as a going concern and to generate enough revenue and profit to meet stakeholders’ expectations.

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F-103 TAALEEM MANAGEMENT SERVICES COMPANY S.A.E AND ITS SUBSIDIARIES

Notes to the special purpose interim consolidated financial statements For the three months period ended 30 November 2020

(All amounts in the notes are shown in Egyptian Pounds unless otherwise stated)

30. Subsequent events

After the date of the special purposes interim consolidated financial statements, the below non-adjusting subsequent events that took place are as follow:

- As per the Ordinary General Assembly Meeting held on 26 of July 2020, the shareholders approved the Company’s subscription and contribution to the capital of a new Egyptian joint- stock Company that is still under incorporation with a maximum equity contribution of EGP 600 million, further the shareholders also approved the signing of a partnership agreement with Palm Resorts Company to establish a private university and a branch of a foreign university in Badya project in the 6th of October city. The aforementioned partnership agreement was signed on 28 September 2020. At the date of issuance of the special purposes interim consolidated financial statements, the Company has not yet completed the legal process of establishing the new Egyptian joint-stock company.

- On 4 November 2020, Beni Suef governorate sent Nahda university a notice to purchase NUB land at the EGP 109m price determined by the Cabinet pricing committee (EGP 105.3 million price plus EGP 3.7 million admin fees). Nahda responded affirmatively to the governorate letter and agreed to pay the land consideration according to the following payment plan, with any deferred payment subject to the CBE interest rates (corridor rate)

 Down payment: 57% of the land price plus admin fees (EGP 63.7m)  One year following the contract date: 21.5% of the land price (EGP 22.63m)  Two years following the contract date: 21.5% of the land price (EGP 22.63m)

On 30 December 2020, Nahda University paid EGP 63.7 million as a down payment to purchase the university land The sale contract of the land has not been signed between Beni Suef governorate and Nahda University and the ownership of the land has not been transferred up to the financial reporting date.

- On 17 December 2020, the Extraordinary General Assembly Meeting approved a ten-for-one share split of its ordinary share, accordingly the shares par value has become 1 EGP instead of 10 EGP per share before the split and the number of issued shares became 730,250,000 instead of 73,025,000. In addition, the same Extraordinary General Assembly Meeting approved the increase of the authorized capital from EGP 1,000,000,000 to EGP 2,000,000,000.

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F-104 APPENDIX A—SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN IFRS AND EAS

The Company prepares its consolidated financial statements in accordance with EAS. EAS differs in certain respects from IFRS and the following is a narrative summary of significant differences between EAS, as applied by the Group, and IFRS. The Group has not reconciled any differences between EAS and IFRS and does not undertake to do so or to identify all potential differences that may exist. The differences included below relate to the significant differences that may impact amounts recorded in the Company’s consolidated financial statements rather than differences that may arise as a result of financial statement presentation or disclosure. It should be noted that PricewaterhouseCoopers has not performed any audit, review or other procedures with respect to the narrative summary of differences included below.

Property, plant and equipment Under IFRS, the use of either cost or revaluation model for property, plant and equipment is permitted. Frequent valuations of entire classes of assets are required when the revaluation model is chosen. Under EAS, the revaluation is not permitted except in certain circumstances (e.g., merger and changing legal structure). The revaluation option was removed in revised EAS effective 1 January 2016.

Accounting for Intangible Assets Under IFRS, the use of either cost model or revaluation model for intangible assets is permitted. If an intangible asset is accounted for using the revaluation model, all the other assets in its class shall also be accounted for using the same model, unless there is no active market for those assets. Under the revised EAS effective 1 January 2016, the revaluation model option is not permitted and the entity can only use the cost model.

Leases IFRS 16 sets out the principles for recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a single on balance sheet model. Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. Lessors will continue to classify leases as either operating or finance leases using similar principles as IAS 17. Under EAS, the leased asset is recognized by the lessor and depreciated, and, the lessee recognizes lease payments in the income statement in the period in which it is incurred. The new EAS 49 was issued in March 2019 and became effective 1 January 2019 for finance leases and will become effective 1 January 2020 for operating leases. EAS 49 has been issued to reflect the requirements of IFRS 16.

Profit sharing to employees and board of directors Under IFRS profit sharing of employees and members of the board of directors is recognized when incurred in the income statement (using the accrual basis of accounting). Under EAS, profit sharing of employees and members of the board of directors is recognized as a dividend distribution through equity and as a liability when approved by the relevant company’s Shareholders meeting.

Revenues Effective 1 January 2018, IFRS 15—Revenues specifies how and when an entity recognizes revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. It provides a single, principles based five-step model to be applied to all contracts with customers. Revenue is recognized when an entity transfers control of goods or services to a customer at the amount to which an entity expects to be entitled. Depending on whether certain criteria are met, revenue is recognized either over time, in a manner that best reflects the entity’s performance, or at a point in time, when control of the goods or services is transferred to the customer. EAS has not been updated to reflect the requirements of IFRS 15, although such an update is being considered to be put into effect as early as 2020. Under EAS, revenue is measured at the fair value of the consideration received or receivable by the entity and recognized when prescribed conditions are met, which depend on the nature of the revenue.

A-1 Recognition and Measurement of Financial Instruments In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, bringing together the classification and measurement, impairment and hedge accounting sections of the IASB’s project to replace IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard became effective for annual periods beginning on or after 1 January 2018. IFRS 9 introduces new models for (a) classifying financial, (b) impairment model based on a forward- looking expected credit loss model and (c) less rule based hedging model to reflect the effect of an entity’s risk management activities in the financial statements. EAS has not been updated to reflect the requirements of IFRS 9, although such an update is being considered to be put into effect as early as 2020. Instead, under EAS 26 an entity applies standards that are broadly equivalent to IAS 39—Financial Instruments: Recognition and Measurement.

A-2 APPENDIX B—GLOSSARY

Articles ...... The articles of association of the Company, as amended from time to time Annual Financial Statements...... The special purpose audited consolidated financial statements of the Group as at and for the years ended 31 August 2020, 2019 and 2018 Badya JV ...... Egyptian International Higher Education S.A.E., the Group’s joint venture with Palm Hills formed to establish Badya University Badya University...... The new multi-faculty private university and foreign branch of a leading international university to be established in Badya, West Cairo pursuant to the Badya JV Bureau...... The Placement Bureau of the Ministry of Higher Education Board...... The board of directors of the Company from time to time Board of Trustees...... The board of trustees of NUB from time to time CAGR...... Compound annual growth rate CAPMAS ...... The Central Agency for Public Mobilization and Statistics of Egypt CBE ...... The Central Bank of Egypt CI Capital Investment Banking ...... CI Capital Investment Banking S.A.E. CICH ...... CI Capital Holding for Financial Investments S.A.E. CML ...... The Egyptian Capital Market Law Combined Offer Shares...... The International Offer Shares and the Egyptian Retail Offer Shares Combined Offering ...... The International Offering together with the Egyptian Retail Offering Company...... Taaleem Management Services S.A.E. Cornerstone Investor...... Frontier Investment Management Partners Ltd (acting on behalf of one or more of its clients) Covid-19...... The 2019 novel coronavirus CPI...... Consumer price index Directors...... The directors of the Company DFSA ...... Dubai Financial Services Authority EAS...... Egyptian Accounting Standards EEAA ...... Egyptian Environment Affairs Agency Egyptian Government ...... The government of the Arab Republic of Egypt Egyptian Retail Offer Shares ...... The shares being offered by the Selling Shareholder to the public in Egypt in the Egyptian Retail Offering Egyptian Retail Offering...... The domestic offering of Egyptian Retail Offer Shares by the Selling Shareholder to the public in Egypt Egyptian Revolution ...... Widespread protests against the regime of Hosni Mubarak, which led to Mubarak’s resignation as president in early 2011 resulting in a period of military control EGX...... The Egyptian Exchange EGX Listing Rules...... EGX Listing Rules regulating the listing and delisting of securities on the EGX issued by virtue of the FRA board of directors decree No. 11 of 2014, as amended EMEA...... Europe, the Middle East and Africa

B-1 ESA...... Egyptian Standards on Auditing ESOP ...... The employee share ownership plan for which the Company has taken initial steps to be able to adopt and operate EUWA ...... The European Union (Withdrawal) Act 2018 Faculty capacity ...... The current student intake quota set by the Private Universities Council with respect to each faculty multiplied by the number of years it typically takes to complete that faculty First Abu Dhabi Bank...... First Abu Dhabi Bank PJSC FRA ...... Egypt’s Financial Regulatory Authority GDP ...... Gross domestic product GOEIC ...... General Organization for Export and Import Control GNP ...... Gross national product Group ...... the Company and its consolidated subsidiaries Group Financial Statements ...... The Annual Financial Statements together with the Interim Financial Statements IDA ...... The Egyptian Industrial Development Authority IASB ...... The International Accounting Standards Board IFRS ...... The International Financial Reporting Standards IMF...... The International Monetary Fund Importers Registry Law...... Law No. 121 of 1982 Incorporation Decree...... The Presidential Decree No. 253 of 2006 issued on 15 July 2006 pursuant to which NUB was incorporated Interim Financial Statements ...... The audited consolidated financial statements of the Group as at and for the three-month period ended 30 November 2020 including comparatives for the three-month period ended 30 November 2019 International Offer Shares...... The Shares offered in the International Offering International Offering ...... The offer by the Selling Shareholder of Shares outside Egypt IR Code...... The United States Internal Revenue Code of 1986, as amended IRS...... United States Internal Revenue Service Joint Bookrunners ...... CI Capital Investment Banking, Renaissance Capital and First Abu Dhabi Bank Listing...... The admission of the Shares to trading on the EGX Management ...... The Group’s senior management team MCDR ...... Misr for Central Clearing Depository and Registry Member State ...... Each member state of the European Economic Area MENA ...... The Middle East and North Africa MiFID II ...... EU Directive 2014/65/EU on markets in financial instruments, as amended MiFID II Product Governance Together, (a) the EU Directive 2014/65/EU on markets in financial Requirements...... instruments, as amended, (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures MoHE...... The Egyptian Ministry of Higher Education and Scientific Research MUVI ...... The Medical University of Vienna International

B-2 Nahda Education ...... Nahda Education S.A.E. Nahda Limited Partnership...... Nahda University Mohamed El Rashidi & Partners NUB ...... Nahda University in Beni Suef NUEMS ...... Nahda University for Education and Management Services Company S.A.E. Offering Circular ...... This document Offer Price ...... The price per share in the Combined Offering Order...... Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended Palm Hills ...... Palm Hills Developments S.A.E. PFIC ...... A passive foreign investment company PricewaterhouseCoopers ...... PricewaterhouseCoopers Ezzeldeen, Diab&Co., Public Accountants Private Universities Council ...... The Private and National Universities Council Private Universities Law ...... The Private and National Universities Law No. 12 of 2009, as amended Private Universities Law ER ...... The Executive Regulations issued by the Presidential Decree No. 302 of 2010, as amended, in relation to the Private Universities Law Prospectus Regulation ...... Regulation (EU) 2017/1129, as amended from time to time Public Subscription Notice...... The public subscription notice to be issued in connection with the Egyptian Retail Offering QIBs...... Qualified institutional buyers as defined in and pursuant to Rule 144A Qualified Investors...... Qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation Regulation S ...... Regulation S under the U.S. Securities Act Relevant Member State...... Each Member State of the EEA Renaissance Capital...... Renaissance Capital Egypt for Promoting and Underwriting of Securities S.A.E., with certain functions delegated to Renaissance Securities (Cyprus) Limited Rule 144A ...... Rule 144A under the U.S. Securities Act Selling Shareholder...... Sphinx Obelisk B.V. Shares ...... The Company’s issued ordinary shares Shareholder...... A holder of Shares in the Company Share Purchase Commitment Letter The share purchase commitment letter, as amended, entered into on 11 December 2020 by the Company, the Selling Shareholder, the Sole Global Coordinator and the Cornerstone Investor Sole Global Coordinator ...... CI Capital Investment Banking S.A.E. Stabilization Fund...... An amount equal to 100% of the gross proceeds of the sale of the Egyptian Retail Offer Shares sold in the Egyptian Retail Offering at the Offer Price to be financed by the Selling Shareholder and made available to CI Capital Investment Banking one day prior to commencement of trading Stabilization Manager ...... CI Capital Investment Banking Stabilization Period...... The period beginning on the date of the commencement of trading of Shares on the EGX, and ending 30 days after that date

B-3 Student intake quota ...... The number of students the faculty of a private university is able to admit each academic year, which is set and approved by the Private Universities Council Supreme Council...... The Supreme Council of Universities Target Market Assessment...... Approval process under which it is determined that securities are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (b) eligible for distribution through all distribution channels as are permitted by MiFID II Total faculty capacity The sum of faculty capacities for all the faculties at a given university Treaty ...... The Income Tax Convention between the United States and Egypt UAE ...... United Arab Emirates UK Prospectus Regulation...... Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the EUWA Underwriting Agreement ...... The underwriting agreement entered into between the Company, the Selling Shareholder and the Joint Bookrunners, as described in the section entitled “Plan of Distribution” United Kingdom...... The United Kingdom of Great Britain and Northern Ireland U.S. Securities Act ...... The U.S. Securities Act of 1933, as amended United States or U.S...... The United States of America, its territories and possessions, any State of the United States and the District of Columbia USD, U.S. dollars and US$...... The lawful currency of the United States U.S. GAAP...... Generally accepted accounting principles in the United States

B-4 THE COMPANY Taaleem Management Services S.A.E. 25 Abd El-Moneim Riad Street Dokki Giza Egypt

SOLE GLOBAL COORDINATOR AND JOINT BOOKRUNNER CI Capital Investment Banking S.A.E. West Tower, Galleria 40 El Sheikh Zayed Giza Egypt

JOINT BOOKRUNNERS

First Abu Dhabi Bank PJSC Renaissance Capital Egypt for Promoting and Khalifa Business Park Underwriting of Securities S.A.E. Al Qurm District Nile City Office Building P.O. Box 6316 North Tower, 23rd Floor Abu Dhabi 2005A Corniche El Nile United Arab Emirates Cairo Egypt

LEGAL ADVISORS TO THE COMPANY

As to Egyptian law As to U.S. law and English law Matouk Bassiouny & Hennawy Norton Rose Fulbright LLP 12 Mohamed Ali Genah 3 More London Riverside Cairo London SE1 2AQ Egypt United Kingdom

LEGAL ADVISORS TO THE JOINT BOOKRUNNERS

As to Egyptian law As to U.S. law and English law MHR & Partners White & Case LLP in association with White & Case LLP 5 Old Broad St Nile City Office Building London EC2N 1DW South Tower, 11th Floor United Kingdom 2005A Corniche El Nile Cairo Egypt

AUDITORS OF THE COMPANY PricewaterhouseCoopers Ezzeldeen, Diab&Co., Public Accountants Plot no. 211, Second Sector, City Center New Cairo 11835 Egypt

Black&Callow — c117594