Global Telecom Holding S.A.E

Valuation executive summary January 2019

01. Executive summary – Global Telecom Holding

02. Executive summary - Jazz

03. Executive summary - Djezzy

04. Executive summary – Banglalink

05. Executive summary – Mobilink Microfinance Bank

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 Executive summary – Global Telecom Holding Global Telecom Holding’s ownership structure shows direct and indirect investments as at 30 September 2018 (Valuation date)

GTH organizational structure - 30 September 2018 Global Telecom Holding’s ownership overview:

Global Telecom • Global Telecom Holding SAE owns investments directly and indirectly. Holding S.A.E • The corresponding diagram shows the company’s investments as of September 30 2018: 100% 100% 100% 6.37% 100% 100% 100% 100%  GTH owns 100% of Telecom Ventures Limited (TVL), which owns 100% International Oratel Mobilink Telecom Wireless Moga Other Ventures Limited Communications TMGL International Microfinanc of Banglalink. Holding Ltd. (TVL) Pakistan Limited Inc. e companies (IWCPL)  GTH owns International Wireless Communications Pakistan Limited Global 100% Luxembourg (IWCPL), which owns 84.7% of Pakistan Mobile (Jazz). S.a.r.l 100% 84.71% 0.29% 30.98% 8.22%  GTH owns TMGL, which also owns 0.29% of Jazz. Global Pakistan Mobile Omnium Telecom 100% Telecom  GTH owns Oratel International Inc, which owns 30.98% of Omnium Banglalink (Jazz) (Djezzy) One S.a.r.l Telecom (Djezzy). Global 100% Telecom  GTH owns Moga Holding Ltd., which also owns 8.22% of Omnium Acquisition S.a.r.l Telecom (Djezzy).

8% Lingo Media  GTH directly owns 6.37% of Omnium Telecom (Djezzy) Corporation  GTH directly owns 100% of Mobilink Microfinance Bank Sources: 1- Grant Thornton 2- Management Information  GTH owns other small and medium sized company as shown in the chart opposite.

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 3 Executive summary – Global Telecom Holding GTH is publicly traded on the Egyptian Stock Exchange operating in the telecommunication sector in Pakistan, Algeria and Bangladesh

GTH total revenue breakdown per companies as at 30 September 2018 Business Overview Other revenues • Global Telecom Holding SAE is a publicly traded company listed on the Egyptian Stock 4% Exchange operating in the telecommunication industry specialized in wireless telecommunication Banglalink services. 17% • From 200,000 subscribers in 1998 to more than 100 million subscribers in 2018 , Global Telecom Holding has a global position among major companies and today is one of the largest telecom operators around the world. Furthermore, Global Telecom Holding operates in Jazz emerging markets. 50% • Global Telecom runs GSM networks in Algeria (Djezzy), Pakistan (Jazz), and Bangladesh (Banglalink). In addition, it owns Mobilink Microfinance, one of the leading microfinance and e- banking banks in Pakistan. Djezzy 28% • Djezzy started its operations in February 2002. The company has grown to become a leader in the Algerian market in terms of the number of subscribers and the quality of the telecommunications services provided. Today, the company offers mobile services to 16 million subscribers in its network and owns 32.5% of the market share. • Jazz , formerly Mobilink , started its operations in Pakistan in 1994. In April 2001, Global Sources: 1. Grant Thornton analysis 2. Management information Telecom started to manage the company. In 2016, Mobilink and Warid merged and reached about 52 million customers with a market share of about 38% of the market in Pakistan. • In September 2004, Global Telecom acquired Chiba Telecom Limited in Bangladesh. Subsequently, Global Telecom decided to change the company’s name to Banglalink in February 2005. Moreover, Banglalink provides services to more than 30 million subscribers, and holds a market share of 21.6%. • The ratio of the companies’ revenues to the total revenues of Global Telecom in Sept. 2018 is as follow: − Jazz 50% − Djezzy 28% − Banglalink 17% − Other revenues 4%

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 4 Executive summary – Global Telecom Holding We conclude that the equity value of Global Telecom Holding is $1,409.7 million as at 30 September 2018 with a share price of EGP 5.31 per share

Global Telecom Holding – Adjusted Book Value Global Telecom Holding – valuation bridge Adjusted 1,800 USD'mn unless stated otherwise 9M 2018 9M 2018 1,600 Assets 1,400 (371) 1,200 431 Non current assets (189) Investments 3,070.2 1,283.5 1,000 Due to related parties 0.0 370.6 800 600 1,786 1,410 Property and equipment 0.1 0.1 millions$ 400 Total non-current assets 3,070.3 1,654.2 200 0 Current assets (200) (248) Due to related Parties 0.9 189.8 (400) Advances to tax authority 0.6 0.6 Other financial assets 4.2 4.2 Cash and cash equivalents 48.3 48.3 Total current assets 54.0 242.9 2018) Total assets 3,124.2 1,897.1 September 2018) parties - shortterm parties - long term parties short - term

Equity and liabilities (30 value book Adjusted Changedue in to related Total equity (30 September Investments fair value uplift value fair Investments Changedue in from related (Net Deficit)/Total equity (248.0) (248.0) Changedue in from related FV uplift 1,657.7 Total equity 1,409.7 (248.0) Valuation Summary Liabilities Non-current liabilities • We have used Adjusted Book Value (ABV) method to derive the Equity value of Due to related Parties 1,200.0 1,200.0 Global Telecom Holding. We adjusted the book value of the equity in 30 September Total non-current liabilities 1,200.0 1,200.0 2018 with the fair value of the company’s investments in Jazz (Pakistan), Djezzy

Current liabilities (Algeria), Banglalink(Bangladesh) and Mobilink microfinance bank. Due to related parties 393.0 823.5 • Financial Liabilities --The company has direct and indirect investments in the stated companies. Other financial liabilities 53.5 53.5 • We valued the investments according to their fair value which amounted to $3,070.2 Provisions 68.1 68.1 Total current libailities 514.6 945.1 million in comparison to its book value in 30 September 2018 $1,283.5 million, this Total liabilites 1,714.6 2,145.1 shows an increase by $1,786.7 million. Total equity and liabilites 3,124.2 1,897.1 EGP/USD rate 17.8 • We have settled the balances of all the relevant related party accounts to and from Total Equity (EGP - millions) 25,092 Number of shares 4,721 GTH as at 30 September 2018. Share price 5.31

Sources: 1. Grant Thornton analysis 2. Management information

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 5 Executive summary – Global Telecom Holding We conclude that the equity value of Global Telecom Holding is $1,409.7 million as at 30 September 2018 with a share price of EGP 5.31 per share

Global Telecom Holding – Adjusted Book Value Valuation Summary (Cont’d) Adjusted • As shown in the table opposite, the due from related parties account (non current) USD'mn unless stated otherwise 9M 2018 9M 2018 Assets has decreased from $370.6 million to nil while the due from related parties (current) Non current assets has decreased from $189.8 million to $0.9 million. Investments 3,070.2 1,283.5 Due to related parties 0.0 370.6 • We have adjusted the due to related parties account as well from $823.5 million to Property and equipment 0.1 0.1 Total non-current assets 3,070.3 1,654.2 $393 million.

Current assets • The total net change in equity in 30 September 2018 amounted to $1,657.7 million. Due to related Parties 0.9 189.8 • Advances to tax authority 0.6 0.6 After accounting for the balance at the beginning of the period which was $(248) Other financial assets 4.2 4.2 million, the adjusted book value of Global Telecom Holding amounted to $1,409.7 Cash and cash equivalents 48.3 48.3 million as illustrated in the table opposite. Total current assets 54.0 242.9 • The equity value of Global Telecom Holding is EGP 25,092 million divided over Total assets 3,124.2 1,897.1 c.4,721 shares indicating a share price of EGP 5.31 Equity and liabilities (Net Deficit)/Total equity (248.0) (248.0) FV uplift 1,657.7 Total equity 1,409.7 (248.0)

Liabilities Non-current liabilities Due to related Parties 1,200.0 1,200.0 Total non-current liabilities 1,200.0 1,200.0

Current liabilities Due to related parties 393.0 823.5 Financial Liabilities -- Other financial liabilities 53.5 53.5 Provisions 68.1 68.1 Total current libailities 514.6 945.1 Total liabilites 1,714.6 2,145.1 Total equity and liabilites 3,124.2 1,897.1 EGP/USD rate 17.8 Total Equity (EGP - millions) 25,092 Number of shares 4,721 Share price 5.31

Sources: 1. Grant Thornton analysis 2. Management information © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 6 Executive summary – Global Telecom Holding We conclude that the equity value of Global Telecom Holding is $1,409.7 million as at 30 September 2018 with a share price of EGP 5.31 per share

Valuation summary – the stock price of GTH in the last 6 months in the Egyptian Stock Market

7.50 The adjusted book value of the 7.00 6.50 company reached EGP 25,092 6.00 million among 4.721 million 5.50 shares, therefore, the stock price 5.00 is worth EGP 5.31. 4.50 4.00

EGP 3.50 3.00 The average stock price of Global 2.50 2.00 Telecom Holding over the last 6 1.50 months was EGP 4.81 1.00 0.50 0.00 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18

Sources: 1. Grant Thornton analysis 2. S&P Capital IQ

Valuation Summary (Cont’d) • As mentioned before, the adjusted book value of Global Telecom Holding amounted to EGP 25,092 million divided over 4,721 million shares indicating a share price of EGP 5.31 • We analysed the share price of Global Telecom Holding for the last 6 months based on the average weekly stock price from the period starting March 2018 to 30 September 2018 according to S&P Capital IQ as shown in the graph above. • The average stock price of Global Telecom Holding during the last 6 months was EGP 4.81.

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 7 Executive summary – Global Telecom Holding The value of the company’s investments amounted $3,070.2 million with an uplift of $1,786.7 million over the book value as at 30 September 2018

The Adjusted book value of Global Telecom Holding investments Investments GTH direct GTH indirect adjusted (30 Investments (30 USD'mn unless stated otherwise Country ownership % ownership % September 2018) September 2018) Telecom Ventures Limited (TVL) owns 100% of Banglalink Malta 100.00% 100.00% 261.1 826.2 International Wireless Communications Pakistan Limited (IWCPL) owns 84.71% of Jazz Malta 100.00% 84.71% 2,116.0 762.6 TMGL owns 0.29% of Jazz Malta 100.00% 0.29% 7.9 Oratel owns 30.98% of Djezzy Malta 100.00% 30.98% 393.8 323.7 Moga owns 8.22% of Djezzy Malta 100.00% 8.22% 103.1 43.0 GTH owns 6.37% of Djezzy Algeria 6.37% 6.37% 80.0 56.5 Mobilink Microfinance bank Pakistan 100.00% 100.00% 106.2 25.3 Other companies 2.0 2.0 3,070.0 2,039.3 Impairment loss on investments - (756.0) Total 3,070.0 1,283.3 Invetsments available for sale Lingo Media Corporation 0.2 0.2 GTH total value of investments 3,070.2 1,283.5 Adjusted book value of GTH investments as at 30 September 2018 1,786.7

Sources: 1. Grant Thornton analysis 2. Management information

Valuation Summary Valuation Summary (Cont’d) • Global Telecom Holding owns investments directly and indirectly. The table above • GTH owns 100% of Oratel and Moga. Furthermore, these two companies own shows GTH’s direct and indirect investments. 30.98% and 8.22% of Djezzy. Global Telecom Holding also directly owns 6.37% of Djezzy’s. We have valued Djezzy at $1,255.2 million, the value of the GTH’s indirect • GTH owns 100% of TVL, and TVL owns 100% of Banglalink. Banglalink was valued and direct investments in Djezzy through Oratel and Moga amounted to $393.8 at $260.6 million. The net adjusted book value of TVL amounted to $261.1 million million and $103.1 million and $80.0 million respectively, after accounting for the after accounting for the company’s assets and liabilities at 30 September 2018. company’s assets and liabilities at 30 September 2018 • GTH owns 100% of IWCPL, and IWCPL owns 84.71% of Jazz. Furthermore, • GTH directly owns 100% of Mobilink Microfinance. We have valued Mobilink Global Telecom Holding owns 100% of TMGL, which owns 0.29% of Jazz. Jazz was Microfinance bank at $106.2 million, as shown in the table above. valued at $2,426.0 million, The net adjusted book value of IWCPL and TMGL amounted to $2,116 million and $7.9 million respectively after accounting for the • The total change in GTH’s investments reached $1,786.7 million. company’s assets and liabilities at 30 September 2018

01. Executive summary – Global Telecom Holding

02. Executive summary – Jazz

03. Executive summary – Djezzy

04. Executive summary –Banglalink

05. Executive summary- Mobilink Microfinance Bank

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 Executive summary – Jazz Jazz is market leader in Pakistan following the merger of Mobilink and Warid in July 2016 with 54 million subscribers and a market share of about 38%

Jazz’s revenues and number of subscribers from 2014 until 2017 Business Overview 160,000 60.0 • The company is the market leader in Pakistan following the merger of Mobilink 140,000 50.0 and Warid in July 2016. The number of subscribers reached about 54 million with a 120,000 market share of about 37% in Pakistan. 40.0 100,000 • The company offers a range of mobile voice services, internet data, prepaid data 80,000 30.0 and invoices for individual and corporate customers through the brand Jazz. There 60,000 is a variety of price ranges to suit all customers.

PKR (million)PKR 20.0 40,000 • 10.0 Jazz covers more than 20,000 cities/towns, with more than 8,500 communication 20,000 towers, and the number is increasing rapidly. 0 0.0 • 2014 2015 2016 2017 Pakistan’s telecommunication market is dominated by 4 companies, Jazz owns the largest market share and remains a fierce competitor in the market. The company Number of Subscribers Revenues continued to show growth in revenues and number of subscribers with an annual increase of 17% and 4% in total revenue and customer base in 2017.

Sources: 1. Grant Thornton analysis 2. Management information • In the third quarter of 2018, the market remained competitive, especially in internet offers, the company aims to provide new services to drive growth. The pricing Market share of telecommunication sector in Pakistan environment in the market is reasonable but the company still maintains its special Ufone prices compared to competitors. 14% • The number of subscribers have increased by 5.6% year-on-year in the third

Jazz quarter of 2018 and by 1.1% on a quarterly basis driven by the company’s 37% expansion plan to improve services to subscribers in terms of quality of the service

Zong and coverage, and thus the increase in the number of new subscribers. 21% • One of the company’s main priorities is to achieve revenue growth from mobile and data services. • Over the expected study period, which is a five year period from 2018 to 2022, growth in both revenues and subscribers is expected to continue at a CAGR of 5% Telenor and 4.4% respectively during the study period. 28% • The economic environment in Pakistan will remain challenging and competitive, as

Sources: 1. Grant Thornton analysis 2. Management information the currency continues to depreciate in value.

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 10 Executive summary – Jazz Global Telecom Holding owns 85% of Pakistan Mobile (Jazz) indirectly, through owning shares in sister companies

GTH’s ownership structure - Pakistan Mobile (Jazz) Global Telecom Holding’s ownership structure for Jazz • Global Telecom Holding owns 85.0% of Jazz indirectly, through owning shares in sister companies, the ownership in the sister companies are as follows:  International Wireless Communications Pakistan Limited (IWCPL), which owns 84.71% of Global Telecom Holding Jazz. %100 %100  TMGL, which owns 0.29% of Jazz. International Wireless Communications Pakistan • The following diagram shows Global Telecom Holding’s ownership for Jazz. TMGL Limited (IWCPL) %0.0015 %0.0015

0.29% Pakistan Mobile %84.71 (Jazz)

Sources: 1. Grant Thornton analysis 2. Management information

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 11 Executive summary – Jazz The value of 100% of Jazz’s equity share capital is $2,426 million based on the income and market approach as at 30 September 2018

Valuation summary Valuation Summary • We have used Discounted Cash Flow (DCF ) analysis together with market multiples approach to PKR Mn CY FY+1 derive the value of 100% of Jazz. Our analysis is based on Management’s most recent forecasts Income Approach - DCF from FY18 to FY22 Enterprise Value 406,246 406,246 • Using Management’s forecasts, we have applied a discount rate of 14.73% and a terminal growth Add: cash and cash equivalents 30,713 30,713 rate of c.5.0% in our DCF analysis deriving an enterprise value of PKR 406,246 million Less: debt (105,590) (105,590) • Equity value 331,369 331,369 We have considered a 2% company specific premium in our estimation of the WACC to account Market Approach - EV/EBITDA for the sector risks and the economic environment in Pakistan and its potential impact on Jazz.

Forecast EBITDA Multiple 7.4x 5.9x • After deducting the Company’s current net debt as at 30 September 2018, we have derived an equity Size and liquidity discount 20% 25% value of PKR 331,361 million Forecast EBITDA Multiple range 5.9x 4.4x • Using the market approach, we sought to assess Jazz’s enterprise value based on market evidence FY18 and FY19 EBITDA 82,597 89,697 using EBITDA multiples obtained from comparable guideline public companies (GPCs) and Enterprise value 487,704 398,905 comparable transactions in the Telecom sector Add: cash and cash equivalents 30,713 30,713 • Our GPC analysis indicates a current year and forecast EBITDA multiples (Median) of 7.4x and Less: debt (105,590) (105,590) 5.9x. We have applied a discount of 20% and 25% to the GPCs multiples deriving an EV/EBITDA Equity value 412,827 324,028 multiple range of 5.9x and 4.4x. We have also applied a 20% discount on the transactions multiples Market Approach - Transactions deriving an EV/EBITDA multiple range of 4.8x EBITDA Multiple 6.0x 6.0x • Applying Jazz’s EBITDA in FY18 and FY19 our market approach valuation derives an average Size and liquidity discount 20% 20% enterprise value of PKR 443,304 million and PKR 396,467 million respectively based on our GPCs Forecast EBIT Multiple range 4.8x 4.8x and transactions analysis in the sector FY18 EBITDA 82,597 82,597 • After deducting net debt, we conclude that the average equity value of Jazz based on our GPCs and Enterprise value 396,467 396,467 transaction analysis is PKR 368,428 million and PKR 321,591 million respectively. Add: cash and cash equivalents 30,713 30,713 • We have allocated a weight of 60% to our income approach and 40% to the market approach (20% Less: debt (105,590) (105,590) each to the GPCs and transactions analysis). Equity value 321,590 321,590 • The value of 100% of Jazz’s equity share capital is PKR 336,825 million ($2,426 million) based on Income Approach - DCF 60% 198,821.2 the income and market approach as at 30 September 2018 Market Approach - EV/EBITDA 20% 73,685.5

Market Approach - Transactions 20% 64,318.0

Equity value (PKR - millions) 336,825

Equity value ($ - millions) 2,426.0

Sources: 1. Grant Thornton analysis

01. Executive summary – Global Telecom Holding

02. Executive summary – Jazz

03. Executive summary – Djezzy

04. Executive summary –Banglalink

05. Executive summary- Mobilink Microfinance Bank

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 Executive summary – Djezzy Djezzy is one of the leading companies in the Algerian telecommunication market with 15 million subscribers and a market share of about 32.5%

Djezzy’s revenue and number of subscribers from 2014 until 2017 Business Overview • Djezzy obtained a license to operate in mobile services in 2001 and launched its 160,000 18 network on February 15, 2002. the company is one of the leading companies in the 140,000 17 Algerian telecommunication industry, with more than 15 million subscribers by the Number 120,000 17 end of 2017 and a market share of around 32.5%. 100,000 16

of subscribers (million) of subscribers • The company offers a wide range of services and offers such as prepaid services, 80,000 16 internet and value added services, 3rd generation services is available in 48 60,000 15 DZD (million)DZD cities/towns since the end of 2016. 4th generation services were launched in 40,000 15 October 2016 and the company is continuing its expansion in the cities. 20,000 14 0 14 • In 2015, the National Investment Fund acquired 51% of the company’s capital after 2014 2015 2016 2017 3 years of negotiations. Global Telecom Holding holds about 45.5% of the company directly and indirectly. Total Revenue Number of Subscribers • The competition in the telecommunication market in Algeria continued and was evident in the second quarter of 2018 in mobile and internet data services, and that Sources: 1. Grant Thornton analysis 2. Management information put a huge pressure on the prices and annual revenue per user in the third quarter of 2018. The company decided to renew offers on prepaid and postpaid services through new methods aiming to increase value with the protection of the subscriber base with competitive offers. • The company stabilized in the third quarter of 2018 in terms of subscribers growth on a quarterly basis but revenue fell on annual basis by 6.7% compared to the third quarter of 2017. • In the third quarter of 2018 EBITDA decreased by 13.7% on annual basis, mainly due to lower revenues as well as new taxes and an increase in direct costs. • Djezzy has the largest stake in Algeria’s telecommunication industry, as the market is dominated by three companies, Djezzy, Mobilis and Ooreedoo.

Sources: 1. Grant Thornton analysis 2. Management information © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 14 Executive summary – Djezzy GTH owns c.6.37% of Djezzy directly, and indirectly 30.98% and 8.22% through two sister companies

GTH’s ownership structure - Djezzy Global Telecom Holding’s ownership structure for Djezzy • GTH owns about 6.37% of Djezzy directly, and also owns Djezzy indirectly through owning shares in sister companies with stakes of 30.98% and 8.22%. Global Telecom Holding • The sister companies are as follows: %100 %100  Oratel International Inc., which owns 30.98% of Omnium Telecom (Djezzy).  Moga Holding Ltd., which owns 8.22% of Omnium Telecom (Djezzy). Moga Holding Ltd. Oratel International Inc. • The chart opposite shows GTH’s direct and indirect ownership of Omnium %0.0015 %0.0015 Telecom (Djezzy).

Omnium Telecom %8.22 (Djezzy)

Sources: 1. Grant Thornton analysis 2. Management information

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 15 Executive summary – Djezzy The value of 100% of Djezzy’s equity share capital is $1,255 million based on the income and market approach as at 30 September 2018

Valuation summary Valuation Summary • We have used Discounted Cash Flow (DCF ) analysis together with market multiples approach to DZD Mn CY FY+1 derive the value of 100% of Djezzy. Our analysis is based on Management’s most recent forecasts Income Approach - DCF from FY18 to FY22 Enterprise Value 147,020 147,020 • Using Management’s forecasts, we have applied a discount rate of 13.31% and a terminal growth Add: cash and cash equivalents 10,064 10,064 rate of c.4.0% in our DCF analysis deriving an enterprise value of DZD 147,020 million Less: debt (11,272) (11,272) • We have considered a 2% company specific premium in our estimation of the WACC to account Equity value 145,812 145,812 for the sector risks and the economic environment in Algeria and its potential impact on the Market Approach - EV/EBITDA company. 4.2x 3.9x Forecast EBITDA Multiple • After deducting the Company’s current net debt as at 30 September 2018, we have derived an Size and liquidity discount 20% 25% equity value of DZD 145,812 million Forecast EBITDA Multiple range 3.4x 3.0x • Using the market approach, we sought to assess Djezzy’s enterprise value based on market FY18 and FY19 EBITDA 42,640 41,046 evidence using EBITDA multiples obtained from comparable guideline public companies (GPCs) Enterprise value 142,886 121,368 and comparable transactions in the Telecom sector in North Africa Add: cash and cash equivalents 10,064 10,064 • Our GPC analysis indicates a current year and forecast EBITDA multiples (Median) of 4.2x and Less: debt (11,272) (11,272) 3.9x. We have applied a discount of 20% and 25% to the GPCs multiples deriving an Equity value 141,677 120,160 EV/EBITDA multiple range of 3.4x and 3.0x. We have also applied a 30% discount on the Market Approach - Transactions transactions multiples deriving an EV/EBITDA multiple range of 4.2x EBITDA Multiple 6.0x 6.0x • Applying Djezzy’s EBITDA in FY18 and FY19 our market approach valuation derives an average Size discount 30% 30% enterprise value of DZD 132,127 million and DZD 179,087 million respectively based on our Forecast EBIT Multiple range 4.2x 4.2x GPCs and transactions analysis in the sector. After deducting net debt, we conclude that the FY18 EBITDA 42,640 42,640 average equity value of Djezzy based on our GPCs and transaction analysis is DZD 130,919 million Enterprise value 179,087 179,087 and DZD 177,878 million respectively. Add: cash and cash equivalents 10,064 10,064 • We have allocated a weight of 60% to our income approach and 40% to the market approach (20% Less: debt (11,272) (11,272) each to the GPCs and transactions analysis). The value of 100% of Djezzy’s equity share capital is Equity value 177,878 177,878 DZD 149,246 million ($1,255 million) based on the income and market approach as at 30 Income Approach - DCF 60% 87,486.9 September 2018 Market Approach - EV/EBITDA 20% 26,183.7 Market Approach - Transactions 20% 35,575.6 Equity value (DZD - millions) 149,246

Equity value ($ - millions) 1,255.2

Sources: 1. Grant Thornton analysis

01. Executive summary – Global Telecom Holding

02. Executive summary – Jazz

03. Executive summary – Djezzy

04. Executive summary –Banglalink

05. Executive summary- Mobilink Microfinance Bank

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 Executive summary – Banglalink Banglalink has a market share of about 21.6% of the telecommunications sector with more than 30 million subscribers in Bangladesh in 2017

Banglalink’s revenues and number of subscriber from 2014 until 2017 Business Overview • Banglalink was founded in February 2005. It is fully owned by Telecom Ventures Limited (TVL), 50,000 40 which is 100% owned by Global Telecom Holding Company. 49,000 Number ofSubscribers 48,000 35 • In September 2004, Global Telecom Holding acquired 100% of TVL and changed its brand in 47,000 2005. 30 46,000 • Banglalink has a market share of about 25% with more than 30 million subscribers in Bangladesh 45,000 25 by the end of 2017. There are six major companies in Bangladesh currently operating in the

Taka (million) Taka 44,000 telecom sector, Grameenphone, which is the market leader, Bingleneck, Robi, Airtel, Teletalk and 43,000 20 Citycell. 42,000 • The company’s top priority is to improve its network. Therefore, the company installed the latest 41,000 15 equipment from Siemens and Huawei and brought more than 1,000 people, including experts, 2014 2015 2016 2017 from 15 countries around the world to build the necessary infrastructure. • However, revenues in the third quarter of 2018 declined by 5.8% year-on-year, driven by service Revenues Number of Subscribers revenues, which decreased by 5.9% year on year. The decrease is mainly due to the gap in the coverage of 3G network in Banglalink compared to competitors. On the other hand, service Sources: 1. Grant Thornton analysis 2. Management information revenues increased by 1.8% on a quarterly basis in the third quarter of 2018. Market share of the telecom sector in Bangladesh in 2016 • EBITDA fell by 12.4% in the third quarter of 2018, mainly due to lower revenues and increased operating costs due to the expansion of the 4G network. Teletalk Citycell Airtel Bangladesh 3% 1% • Due to operational problems and fierce competition in Bangladesh, Global Telecom Holding 8% Company has re-evaluated the company's financial outlook, which led to the impairment in the value of Banglalink investment in its financial statements by $756 million as at 30 September 2018.

Grameenphone Robi 42% 21%

Banglalink 25%

Sources: 1. Grant Thornton analysis 2. Management information © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 18 Executive summary – Banglalink Global Telecom Holding owns Banglalink indirectly, through owning 100% of TVL, which owns 100% of Banglalink

Global Telecom Holding Company's ownership structure for Banglalink Global Telecom Holding’s ownership structure for Banglalink • Global Telecom Holding owns Banglalink indirectly, through owning 100% of Telecom Ventures Limited (TVL), which owns 100% of Banglalink Global Telecom Holding • The following diagram shows Global Telecom Holding’s ownership for Banglalink.

%100

Telecom Ventures Limited (TVL)

Banglalink

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 19 Executive summary – Banglalink The value of 100% of Banglalink’s equity share capital is $260.6 million based on the income and market approach as at 30 September 2018

Valuation summary Valuation summary • We have used Discounted Cash Flow (DCF ) analysis together with market multiples approach to TAK M n CY FY+1 derive the value of 100% of Banglalink. Our analysis is based on Management’s most recent Income Approach - DCF forecasts from FY18 to FY22 Enterprise Value 53,477 53,477 Add: cash and cash equivalents 4,355 4,355 • Using Management’s forecasts, we have applied a discount rate of 12.40% and a terminal growth Less: debt (41,037) (41,037) rate of c.4.0% in our DCF analysis deriving an enterprise value of Taka 53,477 million Equity value 16,795 16,795 • We have considered a 3% company specific premium in our estimation of the WACC to account Market Approach - EV/EBITDA for the sector risks and the economic environment in Bangladesh and its potential impact on the Forecast EBITDA Multiple 7.4x 5.9x company. Size and liquidity discount 30% 35% • After deducting the Company’s current net debt as at 30 September 2018, we have derived an Forecast EBITDA Multiple range 5.2x 3.9x equity value of Taka 16,795 million FY18 and FY19 EBITDA 15,145 15,286 • Using the market approach, we sought to assess Banglalink’s enterprise value based on market Enterprise value 78,247 58,917 evidence using EBITDA multiples obtained from comparable guideline public companies (GPCs) Add: cash and cash equivalents 4,355 4,355 and comparable transactions in the Telecom sector Less: debt (41,037) (41,037) • Our GPC analysis indicates a current year and forecast EBITDA multiples (Median) of 7.4x and Equity value 41,565 22,235 5.9x. We have applied a discount of 30% and 35% to the GPCs multiples deriving an Market Approach - Transactions EV/EBITDA multiple range of 5.2x and 3.9x. We have also applied a 30% discount on the 6.0x 6.0x EBITDA Multiple transactions multiples deriving an EV/EBITDA multiple range of 4.2x Size discount 30% 30% • Applying Banglalink’s EBITDA in FY18 and FY19 our market approach valuation derives an Forecast EBIT Multiple range 4.2x 4.2x average enterprise value of Taka 68,582 million and Taka 63,609 million respectively based on our FY18 EBITDA 15,145 15,145 GPCs and transactions analysis in the sector. After deducting net debt, we conclude that the Enterprise value 63,609 63,609 average equity value of Banglalink based on our GPCs and transaction analysis is Taka 31,900 Add: cash and cash equivalents 4,355 4,355 million and Taka 26,927 million respectively. Less: debt (41,037) (41,037) • We have allocated a weight of 60% to our income approach and 40% to the market approach (20% Equity value 26,927 26,927 each to the GPCs and transactions analysis). The value of 100% of Banglalink’s equity share capital Income Approach - DCF 60% 10,076.9 is Taka 21,842 million ($260.6 million) based on the income and market approach as at 30 Market Approach - EV/EBITDA 20% 6,380.0 September 2018 Market Approach - Transactions 20% 5,385.4

Equity value (Taka - millions) 21,842

Equity value ($ - m illions) 260.6

Sources: 1. Grant Thornton analysis

01. Executive summary – Global Telecom Holding

02. Executive summary – Jazz

03. Executive summary – Djezzy

04. Executive summary –Banglalink

05. Executive summary- Mobilink Microfinance Bank

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 Executive summary – Mobilink Microfinance Bank Mobilink Microfinance is one of the leading microfinance and e-banking banks, with a portfolio of 15 million customers in Pakistan

GTH’s ownership structure - Mobilink Microfinance Business Overview • Mobilink Microfinance is one of the leading microfinance and e-banking banks, with the number of portfolios reaching 15 million in Pakistan. Global Telecom Holding • The bank owns 61 branches in 8 regions across Pakistan, and has more than 10,000 employees and an electronic network that has more than 73,000 electronic customer service employees. %100 • Mobilink Microfinance started operating in 2012 and launched a banking operation under the name of ‘Jazzcash’ in a partnership with Pakistan Mobile (Jazz). • In terms of financial performance, Mobilink Microfinance emerged as one of the fastest growing banks in 2016 within four years of its inception. The bank recorded an after-tax profit increase of more than 165% in 2017 which resulted in a return Mobilink Microfinance on equity of 38%. • Mobilink Microfinance showed a significant increase in total revenues reaching PKR 3,157 million in 2017compared to PKR 1,837 million in 2016. • The bank’s growth is in line with the microfinance sector, which continues to expand and maintain a stable average growth rate of 10% per quarter. • Global Telecom Holding owns 100% of Mobilink Microfinance, as shown in the corresponding chart.

© 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 22 Executive summary – Mobilink Microfinance Bank We have sought to asses the equity value of Mobilink Microfinance Bank using P/E multiple from similar listed companies, and P/E multiple from transactions

Valuation summary Valuation summary • We have used income approach specifically the Excess Return method together with market PKR Mn CY FY+1 multiples approach to derive the value of 100% of Mobilink Microfinance Bank. Our analysis is Income Approach - Excess return based on Management’s most recent forecasts from FY18 to FY22

Equity value 19,541 19,541 • The Excess return method considers the difference between the return on equity and our estimated cost of equity. Based on the Excess return method, we have derived an equity value of PKR 19,541 Minority Discount % 0% 0% million as presented in the table opposite Equity value after minority discount 19,541 19,541 • We have also sought to asses the equity value of Mobilink Microfinance Bank based on the market Market Approach - P/E evidence using P/E multiple from similar listed companies, and P/E multiples observed from Forecast P/E Multiple 19.1x 19.1x transactions in the sector Size and liquidity discount 10% 15% • Given the difference in the markets in which these companies operate, volume, profitability and Forecast P/E Multiple range 17.2x 16.2x liquidity, we have applied a discount of 10% and 15% to the GPCs P/E multiples deriving an adjusted current and forecast P/E multiples range of 17.2x and 16.2x respectively Annualised 9M Ni and FY18 NI 735 869 • Equity value 12,622 14,107 We have also applied a 20% discount on the transactions multiples deriving a P/E multiple of 15.4x Market Approach - Transactions • We conclude that the average equity value of Mobilink Microfinance Bank based on our GPCs and 19.3x 19.3x P/E Multiple transaction analysis is PKR 13,364 million and PKR 11,317 million respectively Size and liquidity discount 20% 20% • We have allocated a weight of 33% each to the income approach and market approach (P/E P/E Multiple range 15.4x 15.4x multiple from similar listed companies and P/E multiples observed from transactions). The value FY18 EBITDA 735 735 of 100% of Mobilink Microfinance Bank’s equity share capital is PKR 14,741 million ($106.2 million) based on the income and market approach as at 30 September 2018 Equity value 11,317 11,317 Income Approach - Excess return 33% 6,513.8

Market Approach - P/E multiples 33% 4,454.8

Market Approach - Transactions 33% 3,772.4

Equity value (PKR - millions) 14,741

Equity value ($ - millions) 106.2

Sources: 1. Grant Thornton analysis

A. Discounted Cash Flow (DCF) analysis

B. Discount Rate

C. Guideline Public Companies – beta analysis

D. Valuation Methods

Assumptions Weighted average cost of capital (WACC) (1) 14.73% Target Company Tax Rate (2) 2018 2019 2020 2021 2022 30.0% 30.0% 30.0% 30.0% 30.0% Terminal growth rate (3) 5.0% Capex as a % of Net Revenue (4) 18.5% Depreciation as a % of Net Revenue Net Working Capital as a % of Net Revenue (5) 18.5%

Terminal PKR Mn 2018 2019 2020 2021 2022 Value Net Revenue 53,668 202,895 216,569 230,645 244,733 256,970 Annual Growth (%) (81.4)% 6.9% 6.7% 6.5% 6.1% 5.0% Cost of Sales (26,156) (76,905) (81,368) (86,646) (91,932) (96,529) Gross Profit 27,512 125,991 135,201 143,999 152,800 160,440 Gross Profit Margin (%) 51.3% 62.1% 62.4% 62.4% 62.4% 62.4%

Operating expenses (10,853) (36,294) (38,794) (41,356) (43,889) (46,083) EBITDA 16,659 89,697 96,407 102,643 108,911 114,357 Depreciation (171) (22,308) (25,470) (25,907) (28,289) (29,703) Amortisation (7,280) (9,830) (9,168) (9,202) (9,519) (9,995) EBIT 9,208 57,559 61,770 67,534 71,104 74,659 Estimated Income Taxes (2) (2,762) (17,268) (18,531) (20,260) (21,331) (22,398) Profit After Tax 6,445 40,291 43,239 47,274 49,773 52,261

Plus: Depreciation 7,452 32,138 34,638 35,109 37,808 39,698 Working Capital movement (5) 6,894 6,599 220 3,746 2,779 2,264 Capital Expenditure (4) (11,889) (57,959) (37,175) (43,207) (39,656) (47,539) Cash Flow to the Enterprise 8,902 21,068 40,922 42,922 50,703 46,684

Discount Periods (Mid-Period) 0.13 0.75 1.75 2.75 3.75 3.75 Present Value Factor 0.983 0.902 0.786 0.685 0.597 0.597

Present Value of Cash Flow 8,749 19,000 32,168 29,409 30,281 286,639

Sum of Present Values 119,607 Plus: Present Value of Terminal Value 286,639 Enterprise Value (1) 406,246 Add: cash and cash equivalents 30,713 Add: assets held for sale - Less: debt (105,590) Less: License debt - Equity value of Pakistan Mobile 331,369

Sources: 1. Grant Thornton analysis

Assumptions Weighted average cost of capital (WACC) (1) 13.31% Target Company Tax Rate (2) 2018 2019 2020 2021 2022 26.0% 26.0% 26.0% 26.0% 26.0% Terminal growth rate (3) 4.0% Capex as a % of Net Revenue (4) 18.5% Net Working Capital as a % of Net Revenue (5) 18.5%

Terminal DZD Mn 2018 2019 2020 2021 2022 Value Net Revenue 25,898 98,553 100,362 102,348 104,273 108,444 Annual Growth (%) (74.5)% 280.5% 1.8% 2.0% 1.9% 4.0% Cost of Sales (5,353) (22,661) (23,077) (23,533) (23,976) (24,935) Gross Profit 20,545 75,893 77,286 78,815 80,297 83,509 Gross Profit Margin (%) 79.3% 77.0% 77.0% 77.0% 77.0% 77.0%

Operating expenses (9,122) (34,847) (34,778) (35,200) (35,910) (37,346) EBITDA 11,423 41,046 42,507 43,615 44,389 46,163 EBITDA Margin (%) 44.1% 41.6% 42.4% 42.6% 42.6% 42.6% Depreciation (7,959) (15,508) (15,308) (15,119) (14,943) (15,540) Amortisation (2,136) (4,687) (4,502) (4,405) (4,384) (5,245) EBIT 1,328 20,851 22,697 24,091 25,062 25,378 Estimated Income Taxes (2) (345) (5,421) (5,901) (6,264) (6,516) (6,598) Profit After Tax 983 15,430 16,796 17,827 18,546 18,780

Plus: Depreciation & amortisation 10,095 20,195 19,810 19,524 19,327 20,785 Working Capital movement (5) 1,907 141 45 86 40 772 Capital Expenditure - FA (4) (5,361) (16,170) (17,864) (17,657) (17,465) (20,062) Capital Expenditure - Intangibles (6,244) (6,244) (4,148) (4,433) (4,741) (5,245) Cash Flow to the Enterprise 1,379 13,351 14,639 15,348 15,706 15,029

Discount Periods (Mid-Period) 0.13 0.75 1.75 2.75 3.75 3.75 Present Value Factor 0.984 0.910 0.803 0.709 0.626 0.626

Present Value of Cash Flow 1,358 12,154 11,761 10,882 9,828 101,037

Sum of Present Values 45,983 31% Plus: Present Value of Terminal Value 101,037 69% Enterprise Value (1) 147,020 Add: cash and cash equivalents 10,064 Less: debt (11,272) Less: License debt - Equity value of Djezzy 145,812

Sources: 1. Grant Thornton analysis

Assumptions Weighted average cost of capital (WACC) (1) 12.40% Target Company Tax Rate (2) 2018 2019 2020 2021 2022 45.0% 45.0% 45.0% 45.0% 45.0% Terminal growth rate (3) 4.0% Capex as a % of Net Revenue (4) 18.5% Depreciation as a % of Net Revenue Net Working Capital as a % of Net Revenue (5) 20.0%

Terminal TAK Mn 2018 2019 2020 2021 2022 Value Net Revenue 10,951 43,096 43,253 43,709 44,413 46,190 Annual Growth (%) (76.4)% 293.5% 0.4% 1.1% 1.6% 4.0% Cost of Sales (5,611) (11,680) (11,984) (12,165) (12,361) (12,855) Gross Profit 5,340 31,416 31,269 31,544 32,052 33,335 Gross Profit Margin (%) 48.8% 72.9% 72.3% 72.2% 72.2% 72.2%

Operating expenses (1,783) (16,130) (16,016) (15,883) (16,139) (16,785) EBITDA 3,557 15,286 15,253 15,660 15,913 16,550 EBITDA Margin (%) 32.5% 35.5% 35.3% 35.8% 35.8% 35.8% Depreciation (2,837) (10,797) (10,565) (10,624) (10,835) (11,268) Amortisation (201) (4,445) (4,517) (4,590) (4,664) (2,771) EBIT 519 45 171 446 415 2,510 Estimated Income Taxes (2) (233) (20) (77) (201) (187) (1,130) Profit After Tax 285 25 94 246 228 1,381

Plus: Depreciation 3,038 15,242 15,083 15,214 15,498 14,039 Working Capital movement (5) 5 (141) 66 103 104 355 Capital Expenditure - FA (4) 1,294 (8,942) (7,255) (7,134) (7,207) (8,545) Capital Expenditure - Intangibles (1,085) (2,662) (2,889) (3,148) (1,575) (2,771) Cash Flow to the Enterprise 3,537 3,521 5,098 5,281 7,048 4,459

Discount Periods (Mid-Period) 0.13 0.75 1.75 2.75 3.75 3.75 Present Value Factor 0.985 0.916 0.815 0.725 0.645 0.645

Present Value of Cash Flow 3,485 3,225 4,154 3,829 4,546 34,238

Sum of Present Values 19,238 36% Plus: Present Value of Terminal Value 34,238 64% Enterprise Value (1) 53,477 Add: cash and cash equivalents 4,355 Less: debt (41,037) Less: License debt - Equity value of Bangalink 16,795

Sources: 1. Grant Thornton analysis

(US$'m) 2018 2019 2020 2021 2022 TV Beginning BV of equity 318 3,974 5,311 7,283 10,136 10,541 Cost of equity 15.9% 15.9% 15.9% 15.9% 15.9% 15.9% Equity cost 51 632 845 1,159 1,613 1,677

Return on equity 21.9% 25.2% 27.1% 28.1% 28.0% 28.4% Net income 318 1,337 1,972 2,852 3,937 4,094 Dividend payout ratio 0.0% 0.0% 0.0% 0.0% 0.0% Dividend paid - - - - - CY Retained earnings 318 1,337 1,972 2,852 3,937

Net income 318 1,337 1,972 2,852 3,937 4,094 Equity cost 51 632 845 1,159 1,613 1,677 Excess equity return 268 705 1,127 1,693 2,324 2,417 20,293

Discount period 0.13 0.75 1.75 2.75 3.75 3.75 Discount factor 15.9% 0.9816 0.8947 0.7719 0.6660 0.5745 0.5745 PV 263 631 870 1,128 1,335 11,659 NPV 15,886 Value of equity 19,541 Pro rata 100% Value of Mobilink 19,541

Sources: 1. Grant Thornton analysis

Weighted Average Cost of Capital We have assessed a weighted average cost of capital for Jazz based on the capital asset pricing model (CAPM), where: Re = Rf + b(Rm-Rf) + SP Cost of equity 1) Rf = Risk-free rate of return (based on the nominal return on ten year Risk-free rate 3.06% US government bond rates) - CapIQ Equity risk premium 5.1% 2) (Rm-Rf) = The estimated Market Risk Premium (MRP) of 5.1%, which equals Beta 0.84 Rm – Rf, incorporates perspective provided by recent long-term market return Industry adjusted premium 4.3% studies (Damodaran) Country risk premium 7.5% 3) b = Beta, a measure of the relationship between industry risk and aggregate Company specific risk 2.0% market risk, derived from the comparable company analysis set out in Appendix Cost of equity (rounded) 16.8% C 4) CRP = based on country risk premiums published by Damodaran Cost of Debt Subject's estimated pre-tax cost of debt capital 11.5% 5) Company specific premium = Additional risk premium reflects the perceived uncertainties associated with the operating forecast for the subject company and Estimated tax rate 30.0% the speculative nature of the returns associated therein After-tax cost of debt (rounded) 8.1% 6) Cost of debt based on Kibor rates in Pakistan Capital Structure 7) Based on statutory tax rates in Pakistan Equity weight 76.1% 8) Debt-to-total capital ratio based on market participant optimal capital structure Debt weight 23.9% per the GPCs. Refer Appendix C We assess that an appropriate discount rate based on the Company's WACC is Weighted Average Cost of Capital 14.73% 14.73%

Sources: 1. Grant Thornton analysis

Weighted Average Cost of Capital We have assessed a weighted average cost of capital for Djezzy based on the capital asset pricing model (CAPM), where: Re = Rf + b(Rm-Rf) + SP Cost of equity 1) Rf = Risk-free rate of return (based on the nominal return on ten year Risk-free rate 3.06% US government bond rates) - CapIQ Equity risk premium 5.1% 2) (Rm-Rf) = The estimated Market Risk Premium (MRP) of 5.1%, which equals Beta 0.77 Rm – Rf, incorporates perspective provided by recent long-term market return Industry adjusted premium 3.9% studies (Damodaran) Country risk premium 7.5% 3) b = Beta, a measure of the relationship between industry risk and aggregate Company specific risk 2.0% market risk, derived from the comparable company analysis set out in Appendix Cost of equity (rounded) 16.5% C 4) CRP = based on country risk premiums published by Damodaran Cost of Debt Subject's estimated pre-tax cost of debt capital 8.0% 5) Company specific premium = Additional risk premium reflects the perceived uncertainties associated with the operating forecast for the subject company and Estimated tax rate 26.0% the speculative nature of the returns associated therein After-tax cost of debt (rounded) 5.9% 6) Cost of debt based on Djezzy’s borrowing rate

Capital Structure 7) Based on statutory tax rates in Algeria Equity weight 70.1% 8) Debt-to-total capital ratio based on market participant optimal capital structure Debt weight 29.9% per the GPCs. Refer Appendix C We assess that an appropriate discount rate based on the Company's WACC is Weighted Average Cost of Capital 13.31% 13.31%

Sources: 1. Grant Thornton analysis

Weighted Average Cost of Capital We have assessed a weighted average cost of capital for Banglalink based on the capital asset pricing model (CAPM), where: Re = Rf + b(Rm-Rf) + SP Cost of equity 1) Rf = Risk-free rate of return (based on the nominal return on ten year Risk-free rate 3.06% US government bond rates) - CapIQ Equity risk premium 5.1% 2) (Rm-Rf) = The estimated Market Risk Premium (MRP) of 5.1%, which equals Beta 0.81 Rm – Rf, incorporates perspective provided by recent long-term market return Industry adjusted premium 4.1% studies (Damodaran) Country risk premium 4.2% 3) b = Beta, a measure of the relationship between industry risk and aggregate Company specific risk 3.0% market risk, derived from the comparable company analysis set out in Appendix Cost of equity (rounded) 14.3% C 4) CRP = based on country risk premiums published by Damodaran Cost of Debt 5) Company specific premium = Additional risk premium reflects the perceived Subject's estimated pre-tax cost of debt capital 11.5% uncertainties associated with the operating forecast for the subject company and Estimated tax rate 45.0% the speculative nature of the returns associated therein After-tax cost of debt (rounded) 6.3% 6) Cost of debt based on lending rates in Bangladesh 7) Based on statutory tax rates in Bangladesh Capital Structure 8) Debt-to-total capital ratio based on market participant optimal capital structure Equity weight 76.1% per the GPCs. Refer Appendix C Debt weight 23.9% We assess that an appropriate discount rate based on the Company's WACC is 12.40% Weighted Average Cost of Capital 12.40%

Sources: 1. Grant Thornton analysis

Cost of equity We have assessed a weighted average cost of capital for Mobilink Microfinance bank based on the capital asset pricing model (CAPM), where: Re = Rf + b(Rm-Rf) + SP Cost of equity 1) Rf = Risk-free rate of return (based on the nominal return on ten year Risk-free rate 3.06% US government bond rates) - CapIQ Equity risk premium 5.1% 2) (Rm-Rf) = The estimated Market Risk Premium (MRP) of 5.1%, which equals Beta 0.86 Rm – Rf, incorporates perspective provided by recent long-term market return Industry adjusted premium 4.4% studies (Damodaran) Country risk premium 7.5% 3) b = Beta, a measure of the relationship between industry risk and aggregate Company specific risk 1.0% market risk, derived from the comparable company analysis set out in Appendix Cost of equity (rounded) 15.9% C 4) CRP = based on country risk premiums published by Damodaran 5) Company specific premium = Additional risk premium reflects the perceived uncertainties associated with the operating forecast for the subject company and the speculative nature of the returns associated therein We assess that an appropriate cost of equity is 15.91%

Sources: 1. Grant Thornton analysis

Beta analysis – Jazz and Bangladesh (USD) MARKET MARKET VALUE OF EFFECTIVE MONTHLY VALUE OF DEBT TO INCOME MONTHLY SELECTED PUBLIC EQUITY TOTAL COMMON TOTAL TAX ASSET GUIDELINE COMPANIES BETA DEBT EQUITY CAPITAL RATE BETA TPG Telecom Limited 0.59 980,597 5,735,433 14.6% 29.4% 0.53 Vodafone Idea Limited 0.75 9,318,129 4,640,272 66.8% 33.1% 0.32 Bharti Airtel Limited 0.83 17,411,829 18,630,347 48.3% 35.0% 0.52 Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk 0.76 3,673,530 25,241,053 12.7% 23.4% 0.68 GrameenPhone Ltd. 0.98 204,973 5,961,801 3.3% 36.6% 0.96 Digi.Com Berhad 1.03 669,480 9,053,331 6.9% 25.2% 0.98 Advanced Info Service Public Company Limited 0.94 3,111,689 18,496,964 14.4% 16.1% 0.82

Average 23.9% 0.69

Re-levering of Beta:

Selected asset beta 0.69 Debt to equity market value 31.3% Estimated income tax rate 30.0%

RELEVERED BETA 0.84

Sources: S&P Capital IQ

Beta analysis – Djezzy

(USD) MARKET MARKET VALUE OF EFFECTIVE MONTHLY VALUE OF DEBT TO INCOME MONTHLY SELECTED PUBLIC EQUITY TOTAL COMMON TOTAL TAX ASSET GUIDELINE COMPANIES BETA DEBT EQUITY CAPITAL RATE BETA TPG Telecom Limited 0.59 980,597 5,735,433 14.6% 29.4% 0.53 Vodafone Idea Limited 0.75 9,318,129 4,640,272 66.8% 33.1% 0.32 Bharti Airtel Limited 0.83 17,411,829 18,630,347 48.3% 35.0% 0.52 Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk 0.76 3,673,530 25,241,053 12.7% 23.4% 0.68 GrameenPhone Ltd. 0.98 204,973 5,961,801 3.3% 36.6% 0.96 Chunghwa Telecom Co., Ltd. 0.10 55,171 27,988,867 0.2% 17.8% 0.10 Digi.Com Berhad 1.03 669,480 9,053,331 6.9% 25.2% 0.98 Advanced Info Service Public Company Limited 0.94 3,111,689 18,496,964 14.4% 16.1% 0.82

Ooredoo Q.P.S.C. 0.88 10,532,231 6,067,251 63.4% 26.4% 0.38 Mobile Telecommunications Company K.S.C.P. 0.98 2,948,485 6,786,646 30.3% 6.0% 0.70 Türk Telekomünikasyon A.S. 1.05 4,395,282 2,119,426 67.5% 26.8% 0.42

Average 29.85% 0.58

Re-levering of Beta:

Selected asset beta 0.58 Debt to equity market value 42.6% Estimated income tax rate 26.0%

RELEVERED BETA 0.77

Sources: S&P Capital IQ

Beta analysis – Mobilink Microfinance bank (USD)

MONTHLY SELECTED PUBLIC EQUITY GUIDELINE COMPANIES BETA Asia Asset Finance PLC 0.98 Zuoli Kechuang Micro-Finance Company Limited 1.64 Alliance Finance Company PLC 0.73 Ujjivan Financial Services Limited 1.27 Equitas Holdings Limited 0.86 Repco Home Finance Limited 0.78 AEON Credit Service (Asia) Company Limited 0.37

Re-levering of Beta:

Selected asset beta 0.86 Debt to equity market value 0.0% Estimated income tax rate 0.0%

RELEVERED BETA 0.86

Sources: S&P Capital IQ

Standard of value • The market approach is based on the principle of substitution, in that a prudent purchaser will pay no more for an asset than it would cost to acquire a substitute • The valuation of a company is not an exact science and ultimately depends on asset with the same utility and income earning potential what the company is worth to a serious investor or buyer who, for their own reasons, may be prepared to pay a substantial goodwill element • The three most common sources of data used in the market approach are: • The standard of value to be used is market value. We have defined market value  public stock markets in which ownership interests of similar businesses are as: traded  “the estimated amount for which a property should exchange on the date of  the acquisition market in which entire businesses are bought or sold valuation between a willing buyer and a willing seller in an arms-length  prior transactions in the ownership of the subject business transaction after proper marketing wherein the parties had each acted • The market approach assumes that a company’s underlying business will continue knowledgeably, prudently, and without compulsion” as a going concern and involves determining the company’s relevant earnings and • Valuation methodologies applied to the appraisal of any business interest, then capitalising those relevant earnings at a rate which reflects the expected risks shareholding or asset may broadly be classified into three main approaches of achieving those earnings namely: • Depending on the type of multiple used, this calculation delivers either an  the cost approach enterprise value or an equity value for the company  the market approach Income approach  the income approach • The income approach generally ascribes a value to a business interest, Cost approach shareholding or intangible asset • This approach ascribes a value to a business interest, shareholding or intangible • In the income approach, an economic benefit stream of the asset or business asset by using one or more of the methods based on the value of the net assets of interest under analysis is selected, usually based on historical or forecasted cash a business flow often a derivative of profits • The cost approach establishes value based on the cost of reproducing or replacing • This cash flow is then discounted to present value with an appropriate risk- the asset, less depreciation from physical deterioration and functional and adjusted discount rate economic obsolescence, if present and measureable Conclusion Market approach • In undertaking the valuation of Global Telecom Holding we have selected both • The market approach ascribes a value to a business interest, shareholding or the income approach, specifically the discounted cash flow method, and the intangible asset by using one or methods that compare the subject to similar market approach, both public company and transaction data, as the most businesses, shareholdings or intangible assets appropriate approach

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