moving forward - schweizer geschäftsberichte-rating 2019 · 2016-08-08 · mr. khaled bichara, as...

Annual Report 2015

Moving Forward

Moving ForwardORAscOm DevelOpment

Annual Report 20144 5

Contents

4.5 Employees

4.6 CompensationShareholdingsandLoans

4.7 Shareholder’sParticipation

4.8 ChangesofControlandDefenseMeasures

4.9 ExternalAuditors

4.10 InformationPolicy

5. investor information

6.Consolidated Financial Statements 2015 orascom development Holding ag 6.1 Consolidatedstatementofcomprehensiveincome

6.2 Consolidatedstatementoffinancialposition

6.3 Consolidatedstatementofchangesinequity

6.4 Consolidatedstatementofcashflows

6.5 Notestotheconsolidatedfinancialstatements

3.Countries 3.1 Egypt

3.2 UAE

3.3 Jordan

3.4 Oman

3.5 Morocco

3.6 Switzerland

3.7 Montenegro

3.8 UnitedKingdom

4.Corporate governance 4.1 GroupStructureandSignificant

Shareholders

4.2 CapitalStructure

4.3 BoardofDirectors

4.4 ExectutiveManagement

1.orascom development at a glance 1.1 CompanyProfile

1.2 TrackRecord

1.3 Destinations’Map

1.4 LettertoShareholders

2. Performance overview: Business Segments

2.1 Hotels

2.2 RealEstateandConstruction

2.3 DestinationManagement

2.4 LandSales

2.5 OtherOperations

7.Financial Statements 2015 orascom development Holding ag 7.1 Incomestatement

7.2 Statutorybalancesheet

7.3 Statementofchangesinequity

7.4 Cashflowstatement

7.5 Notestothefinancialstatements

8. glossary of Terms

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1 oraSCoM develoPMenTaT a glanCe

“ODH”developsandmanagesfullyfledgedtouristictowns

MovingForward

1.1 CoMPany ProFile

Thecompanyadoptsaunique,verticallyintegrated,businessmodelcenteredontransformingdesolatepiecesoflandintoattractive,self-sufficient,resorttowns

OrascomDevelopmentisaleadingdeveloperoffullyintegrateddestinations,includinghotels,privatevillasandapartments,leisurefacilitiessuchasgolfcourses,marinasandsupportinginfrastructure.

TheGroup’sdiversifiedportfolioofdestinationsisspreadovermultiplejurisdictionssuchasEgypt,UAE,Jordan,Oman,Switzerland,Morocco,Montenegro&UnitedKingdom.OrascomDevelopmenthasaduallisting:aprimarylistingontheSIXSwissExchange;andasecondarylistingontheEGXEgyptianExchange.

DevelopmentPhase OperationalPhase

destination development

Sub-development

land value Creation

real estate

Hoteldevelopment

Newdestinationidentificationacquisition&initialconcept

RealEstateOwnerServices

HotelOperations

DestinationOperations

ControlledSaleofLargePlotsofLandtoThirdPartyDevelopers

Orascom Development at a Glance


32Hotels,22self-managed&10bylocalandinternationalchains

since1997

OfourhotelsinEgyptarecertifiedwithGreenStar

Over cHF 2.0 bnRealEstateSales

100.2millionsqm,outofwhich68.0millionsqmisstillundeveloped

LeisureActivities,Marinas,GolfCourses,HospitalsandSchools

OneOfTheLargestLandBanks

InternationalStandardFacilities

OneOfTheLargestHotelsPortfolio

OperatingDestinations

Othersareatdifferentstagesofdevelopment

9

ODHissteeredbyastrongteamattheholdingandsubsidiarylevel,withawiderangeofexperiencesinthetourismandrealestatesectors

SpearheadedByASeasonedExecutiveManagementTeam

$

3 to 5 StarHotels

Moststandardsavailable

ContinuosProgressonOperationalExecution

TheOnlyLeadingDeveloperOfFullyIntegratedTowns

Numberofemployeesin2015

approx. 9,116 LoyalShareholderBase

Successfullyexecutedonour2015target

Includinghotels,realestate,leisureactivities,marinas,golfcourses,hospitals,schoolsandsupportinginfrastructure

59 %DualListingOn

sIX andeGX

Beenwiththecompanyforover7years

With40,409,926outstandingshares

Awardsin2015

39HotelAwards

1.2TraCk reCord

more than twenty years ago, our Group began with a simple idea – to create a little piece of paradise on the exquisitely desolate Red sea coast. today, Orascom Development is a leading developer of integrated towns with a strong foothold in egypt and the middle east. With the alpine Andermatt project in switzerland, we have expanded our activity outside this region into central europe. Our primary business is to develop, construct and manage tourist destinations with several projects at different stages of completion across eight jurisdictions.

OrascomDevelopmentataGlance


TheGroup’sdiversifiedportfolioofdestinationsisspreadovermultiplejurisdictionsincludingasEgypt,UAE,Jordan,Oman,Switzerland,Morocco,Montenegro&UnitedKingdom.

100.2millionm2

TOTALLANDAREA

17.3millionm2

COMPLETEDAREA

17.3%COMPLETED

PRIME LOCATIONS ARE SPOTTED AND LONG-TERM COMMITMENTS ARE DEVELOPED

SWITZERLAND

OPERATING DESTINATIONInvestment Held in Associates

Andermatt Swiss Alps

U.A.E.

OPERATING DESTINATION

The Cove

MOROCCO

DEVELOPING DESTINATION

Chbika

JORDANHOTELSInvestment Held in Associates

Tala Bay

OMAN

OPERATING DESTINATIONS

Jebel SifahSalalah Beach

DEVELOPING DESTINATION

As Sodah Island

DESTINATION IN THE PIPELINE

City Walk, Muscat

U.K.

DESTINATION IN THE PIPELINE

Eco-Bos

MONTENEGRO

DEVELOPINGDESTINATION

Luštica Bay

1.3 DESTINATIONS MAP

EGYPT

OPERATING DESTINATIONS

El GounaTaba HeightsHaram CityMakadi

DEVELOPING DESTINATIONS

FayoumQena GardensAmoun Island

OTHER HOTELS

Royal Azur & Club AzurZahra Oberoi

Orascom Development at a Glance


a negative impact on the value of the Rubble, which has depreciated by 14% against the euro from January 2015 until December 2015.

On the hotels side, taba Heights remains to be the Group’s most challenged destination, as a result of the ongoing travel bans on the area that have yet to be lifted since 2011. the Board has come to the decision to drastically reduce the bleeding of the destination, minimizing operations as much as possible to save on costs and accordingly, we have shut down 5 out of the 6 hotels, as of August 2015. el Gouna continued to benefit from its safe haven and has been outperforming the competitors, closing the year at an occupancy of 68% compared to 60% in 2014. the Russian aircraft incident that took place in October 2015, jeopardized the security scene of egypt’s touristic cities and has negatively impacted our Hotels performance in the country, especially in makadi, which was operating at only 30% of its capacity as a cost cutting procedure.

On the other hand, we have successfully capitalized on the high potentiality of salalah Beach, Oman with the opening of Al Fanar Hotel & Residence recording an occupancy rate of 46% during its first month of operation and is now at an average occupancy of 77% in January and February 2016. We are also planning the construction of the promenade condominium Hotel in montenegro, expected to commence by mid-2016.

Changes in the executive management

I stepped in as the ceO of the Group on an Ad-Interim basis during one of the most difficult times that this Group had been through. I believe the team and I were able to support the Group during this transition and have helped

in setting the stone for ODH’s next operational turn-around. Accordingly, the BOD and I have agreed that I step down from the executive ceO role and remain the chairman of the Board, handing over my executive duties to mr. Khaled Bichara, as the new ceO effective 1 January 2016. the BOD has also signed a six year advisory agreement with Accelero capital management company limited (“Accelero capital”) whereby Accelero capital will provide advisory services to assist ODH in implementing an operational and financial turn-around under the guidance of the Board of Directors and its management.

We are delighted to welcome Khaled Bichara on board as ceO and Accelero capital to assist the Board and the management in ODH’s turnaround journey. Accelero capital, which was led by Khaled, has a global successful track record of strategic investments and operations. Khaled is a proven leader who has wide experience and an excellent track record of delivering results.

I would like to thank all our employees for their tremendous efforts and commitment during those tough times and I want to thank our buyers and travelers to our town for their loyalty and trust. I have no doubt whatsoever that ODH will flourish under Khaled’s leadership and I wish him and the team every possible success.

khaled Bichara, Ceo of odH (as of 1st of January 2016)

I am honoured to have been recently elected as the new ceO of ODH and particularly fortunate to have succeeded eng. samih sawiris in this role. I believe that eng. samih’s vision and execution together with the team, created a global touristic landmark, complemented with a huge value-asset base that I will work diligently to build on for the subsequent recovery of the Group.

looking back over those past few years and being only 4 months in this post, it is very clear to see that a series of cost savings and structural measures were initiated by the Group, which helped in achieving some notable results through those turbulent times and also in laying a good foundation for future operational and executional focus. Although my appointment comes with great challenges and ongoing uncertainties in the middle east and the rest of world, I still strongly believe in ODH’s current fundamentals and large asset base. I am excited to be working together with all members of the Board, management team and fellow employees to help unlock and optimize the potential value of this great Group.

meanwhile, we must also increase our efforts in the development of our corporate culture, employees’ unity, and employees’ sense of ownership. As we continue to achieve new milestones, I sincerely hope that our shareholders will continue their support of the Group. We will continue to update you on ongoing, mid and long-term developments with timeliness and transparency.

dear Shareholders,

Orascom Development has continued to build on its diversified portfolio of destinations and has achieved notable progress in egypt, Oman and montenegro, despite the increasingly challenging and volatile global economic conditions. We reached our cHF 75 million real estate net sales target for egypt and entered into two sub-development agreements, the largest of which was with one of egypt’s pioneer real estate developer’s for a total value of UsD 20 million, which again solidified our last year’s message to the market, proving the potential value of our undeveloped land bank. We added 218 new rooms in Oman, with the opening of the four-star Al Fanar Hotel & Residence in salalah, thereby completing the 700-room phase I of our hotel development plan in Oman and we witnessed the completion of lustica bay’s first 10 apartment buildings, welcoming lustica’s first residents and commencing the first operational summer season.

operational update

2015 started out on a positive note for the Group with “egypt” still remaining the main contributor to the company’s top line results, up until the fourth quarter of the year. Real estate sales increased by 21.2% compared to the same period last year derived mainly from el Gouna, whereby the adaption of the new strategy of offering a diversified product mix, with a range of price-brackets, appealed to a larger pool of clientele and opened the door to a new target market. We launched 4 different projects this year with a total inventory of UsD 93.4 million and have successfully achieved our sales target of the year.

Interest in lustica Bay, montenegro, has continued to flourish and the project has been delighted to welcome a host of global buyers, as this year witnessed the delivery of the first 72 apartment keys, marking the destination’s first operational summer. However, montenegro witnessed a decline in its total contracted sales as a result of the key-ongoing situation in Russia; the major international real estate market for montenegro. the impact of international sanctions had

Samih o. Sawiris

chairman of the Board of Directors

khaled Bichara

chief executive Officer

1.4 leTTer To SHareHolderS

OrascomDevelopmentataGlance


2 BUSineSSSegMenTS

MovingForward

APromisingStartwithanUnpleasantFinale

HotelsSegmentin2015

Despite the number of challenges that the world tourism witnessed in 2015, with negative impacts on the middle east and egypt, the optimization strategies that we applied in 2014 across our Hotel portfolio set the stones for a successful operation through september 2015.

However, the Russian aircraft incident that took place in October 2015 jeopardized the security scene of egypt’s touristic cities. the Group’s Hotels in egypt, similar to all other Hotels in egypt, suffered the consequent flights’ suspension by Russia and several other european countries.

the performance boost that the Hotels witnessed during the first 9 months, coupled with several commitment deals and cost efficiency programs, limited the magnitude of egypt’s year-end adjusted eBItDA decline to only cHF 1.2 million, going from cHF 7.6 million in 2014 to cHF 6.4 million in 2015. similarly, on the Group’s level, adjusted eBItDA declined by only cHF 0.1 million from cHF 18.2 million in 2014 to cHF 18.1 million in 2015.

FinancialReview2015

Sustainable PerformanceOver the last two years, the hotel segment has undergone a full revamp of the management strategies. Operations, development, sales and procurement were all tackled to create an efficient, profitable and sustainable business model.

Aside from taba Heights, the Group’s most challenged destination operating at only 18% of its capacity starting August 2015 and accumulating a GOp loss of cHF 4.5 million as a result of the travel bans set on the area by most european countries; the Group’s Hotels recorded a positive performance in el Gouna and makadi in egypt and Jebel sifah and salalah Beach in Oman.

el Gouna Hotels reported a positive year-on-year performance with an occupancy growing from 60% to 68% and a tRevpAR growing from cHF 48 to cHF 53.

In makadi and sahl Hasheesh, the Hotels reported a positive year-on-year performance with an occupancy growing from 61% to 64% and a tRevpAR growing from cHF 39 to cHF 41. post the Russian aircraft incident, makadi was operating at only 30% of its capacity as a cost cutting procedure.

A notable year-on-year growth in Oman’s Jebel sifah and salalah Beach Hotels. Occupancy grew from 33% to 51% and tRevpAR grew from cHF 71 to cHF 101.

In the UAe, the cut on the number of rooms affected affected the cove operational figures. 50 rooms of the total Hotel’s inventory (14%) was used as a housing facility for the Hotel’s senior staff in replacement of the Housing complex that was being renovated to serve as an extension for the Hotel. the new Housing facility was already opened in november 2015. cove Rotana, year-on-year occupancy declined from 75% to 70%, and tRevpAR declined from cHF 203 to cHF 196.

MovingForward

With the suspension of the flights from Russia and the news of the airlift cuts from Germany, 2016 is looking to be a challenging year. the team has already started to prepare for the year by undergoing a comprehensive risk management program relying on the Group’s product diversion and extended connections and expertise.

Jointly with our top performing tour operators, soft and hard sell promotional campaigns are being run in Germany for el Gouna, makadi and Oman; in Italy for salalah Beach, and the middle east for taba Heights and the Gulf Hotels.

strict cost cutting measures across the Hotels in egypt are being studied and implemented. From centralization of services to suspension of operations at some Hotels, minimizing fixed costs, or even changing in the meal plans, all possibilities are being tackled.

Wrapping up renovation works at some of the big Hotels in el Gouna and makadi boosted the entire destinations’ image reflecting positively on the average room rate (ARR). compared to 2014, el Gouna Hotels’ ARR increased by 10%; whereas, Royal Azur’s ARR increased by 22%, year-on-year.

As for Oman, capitalizing on the high potentiality of salalah Beach, Orascom announced the opening of Al Fanar Hotel & Residence, a 218-room four-star hotel, running at an average occupancy of 81% in Q1 2016.. Oman is now home to 767 rooms representing 10% of the total Group’s inventory.

Outlookfor2016

A tough beginning for egypt. though el Gouna in specific is out performing its competitors, the Hotels are still suffering from the negative perception of the country. In Q1 2016, the Group’s Hotels in egypt reported an overall decline compared to 2015, year-on-year. At el Gouna, occupancy declined from 62% to 52%; as for makadi and sahl Hasheesh, Hotels reported a year-on-year occupancy decline from 54% to 36%.

On the other hand our Gulf Hotels are witnessing a boost in performance. In February, year-on-year, occupancy at the Omani Hotels grew from 65% to 86%. A huge demand was acknowledged on sifah during the ItB Berlin conference which has led us to study the possibility of adding 80 new rooms to Al Fanar hotel. the cove Rotana in UAe, the Hotel witnessed a recovery with a year-on-year occupancy increase from 67% to 77%. In montenegro we are also planning the construction of the promenade condominium Hotel during Q2 2016 with plans to start operations in the summer of 2018.

2.1HoTelS

2015 2015

2015

2014 2014

2014

HOTELSREvENUE

CHF124.2(2014: cHF 118.9 m)

SHAREOFGROUPSREvENUE

41.6%(2014: 47.4%)

ADJUSTEDEBITDA

CHF18.1m(2014: cHF 18.2m )

number of hotel rooms

occupancy rate (%)

TrevPar (CHF)

goP Par(CHF)

Country destination Fy 15 Fy 14 Fy 15 Fy 14 Fy 15 Fy 14 Fy 15 Fy 14

egypt el Gouna1 2,627 2,707 68 60 53 48 13 14

taba Heights2 2,365 2,365 20 27 18 17 (10) (5)

Others Red sea3 1,627 1,117 64 61 41 39 13 12

Floating Hotels 27 27 13 4 88 32 (12) (38)

oman total Hotels4 767 561 51 33 101 71 18 3

U.a.e the cove 346 346 70 75 196 203 69 82

Jordan tala Bay5 - 260 24 45 23 42 (10) 2

odH group 7,759 7,383 56 50 55 47 12 11

* All KpIs are calculated based on the number of operational

rooms during the period1 Ocean view Hotel: In 3Q 2015, 79 rooms have been

converted to residential units resulting in a total number of

rooms of 155.2 During the FY 2015, we closed 5 hotels in taba Heights. In

4Q 2015, only sofitel hotel was operating with 442 rooms.

Whereby, in FY 2014, all 6 hotels were operating until may

2014 then we shut down 2 hotels.

3 citadel Azur, five – stars hotel with 514 rooms was added

back to ODH’s hotel portfolio, post the settlement reached

with Falcon Hotels, also, in Q4 2015 , we closed two hotels

(club Azur and makadi Gardens) in makadi after the

airplane crash incident until business is back to normal.4 sifawy number of rooms was reduced to 67 rooms and Al

Fanar Hotel was opened with a total number of 218 rooms.

5 marina plaza tala Bay Hotel in Jordan with a total capacity

of 260 rooms was removed from the total number of

rooms as of 30 June 2015 as it was sold in 2Q 2015

yet the hotel›s operational contribution for 1Q 2015 was

included in the KpIs.

TheHotelsSegmentKPIs,asof31December2015*

Germany

Egypt

Russia

Netherlands

Belgium

UnitedKingdom

UAE

Switzerland

France

Jordan

Oman

Italy

Austria

Sweden

Israel

Ukraine

Poland

Denmark

Others

Nationalityofhotelguests

(%total)

34

1614

5

3

3

33

22

211 11 11 1 6

Egypt

Oman

UAE

Jordan

RevenuesbyCountries(%

total)62.7

16.8

20.1

0.4

19

BusinessSegments

Annual Report 201518

construction of the 9 holes golf course, scheduled to be opened in Q3 2016. We are finalizing the design of the Water Park in Salalah, the new addition to the town which will serve real estate owners and hotel guests by Q2 2016, holding an expected capacity of 1,500 visitors.

Moreover we have initiated an option for rental arrangements for the property buyers, which would generate yields for them, as a measure to attract more traffic to the sites in addition to making investments in the destination more attractive.

In Montenegro, the year 2016 will be the busiest year to date on the development and construction front, with the completion of the main marina works, the fitting out of the marina will begin. and we have commenced on the next group of apartments buildings (F & G Buildings) and the exclusive Marina Villas. The “F” stage foresees

the development of eight new buildings with 45 residential units, expected to be completed during 2016. We started the construction of the Promenade Hotel in April 2016 which plans to be operational in the summer of 2018.

The Real Estate Segment KPIs, as of 31 December 2015

Real Estate and Construction Market in 2015

In the year 2015, the political and economic grounds in Egypt have witnessed more stability with the kick-off of the long-awaited parliamentary elections and the release of GDP figures for FY 2014/2015, which provided positive news for the Egyptian economy. GDP increased by 4.2%, more than double the 2.1% increase in FY 2013/2014 and marked the strongest growth in five years. This improvement has been clearly reflected in our real estate sales, whereby we were able to achieve our communicated net sales target for the year, with total net contracted sales of CHF 75.0 million, a 45.6% increase over the same period last year which reached CHF 51.7 million. The huge boost was mainly driven by the significant increase in El Gouna sales reaching CHF 82.9 million in FY 2015 compared to CHF 48.7 million in FY 2014. We have adapted a new real estate strategy that has proved to be successful with the launch of the first project “Joubal Lagoons” in March 2015, with a total inventory of USD 36.9 million and sold out in less than a month from launch. The project offered a diversification of the usual product mix, capitalizing on the exclusivity of the Gouna brand name and appealing to a larger pool of clientele by offering a range of price-bracket and different units to include apartments, twin houses and villas. Building on the success and the hype in demand on the launched Joubal project, we were able to expand on the existing brand and launch new phases of Joubal for a total inventory of USD 23.8 million and have also introduced “Water Side Condos” in Q4 2015, a 145 apartments project, catering for Egyptian young families with total inventory value of USD 32.7 million.

Besides the newly introduced designs in 2015 we have been focusing on controlling construction costs and execution time to drive

up profitability. We are speeding up construction progress and are planning to deliver the Joubal project 6 months ahead of schedule, allowing for faster revenue recognition and finalizing the construction of Ancient Sands hotel, planning to be launched during Q2 2016. In Fayoum, we have reached 75% of construction for Byoum hotel expected to be opened in Q3 2016, we are also finalizing the construction of 85 villas, currently undergoing the finishing touches.

We have also adapted a number of new sales-mechanisms to boost unit sales and enhance the cash flow position. Some of which included the introduction of new attractive promotion packages with extending payment terms, signing with sale-referrals and brokerage agreements and creating a re-sale and rental department for our clients.

Ongoing efforts were taken in developing our Omani destinations, adding to the destinations’ livelihood to ultimately drive up real estate sales. Apart from the normal construction activities associated with our off plan sales, noticeable achievements in 2015 included the completion of 218-room 4-star, Al Fanar Hotel in Salalah, which had its soft opening in December 2015 and enabled us to sell 14 real estate units in Al Fanar project. We successfully handed over 14 units, opened a couple of shops and restaurants and have started the construction of the new staff housing block with a capacity of 55 rooms with all needed services. In Jebel Sifah, we completed the construction of the destination’s new entry road and the first 5 holes of the 9 holes golf course. We also handed over 15 real estate units. Total contracted sales in Oman reached CHF 8.4 million in FY 2015 compared to CHF 13.9 million in FY 2014. The increase in FY 2014 was due to the 38 bulk-deal unit sale in Salalah Beach. Further, we started processing title deeds for real estate units allowing buyers to obtain residency in Oman.

Interest in Lustica Bay, Montenegro, has continued to flourish and the project has been delighted to

welcome a host of global buyers. The year 2015 witnessed the completion of Lustica’s first 10 apartment buildings in the Marina Village, welcoming Lustica’s first residents and commencing the first operational summer season. At the same time, construction is progressing with the main marina works nearing completion and construction has commenced on the next group of apartment buildings. The launch of the Promenade Condominium hotel concept in October has been positively received by the market, we are planning to start its construction in 2016.

Montenegro witnessed a decline in contracted sales to reach CHF 11.1 million in FY 2015 compared to CHF 22.0 million in FY 2014. Various known factors are strongly perceived to have affected sales during the year, including a number of global and macroeconomic factors. A key ongoing issue is the situation in Russia, the major international real estate market for Montenegro and the impact of international sanctions have all had an impact on the value of the Ruble. This adversely affected Russian visitors to Montenegro and coincided with a 125% drop in the number of sales made to Russian buyers in Lustica Bay year over year.

Financial Review 2015

During 2015, real estate and construction revenues decreased by 8.9% to reach CHF 66.4 million compared to CHF 72.9 million in FY 2014. The decrease in revenues resulted from less unit deliveries in Egypt and the deconsolidation of our budget housing project. The segment adjusted EBITDA has declined to reach CHF 16.2 million compared to CHF 20.3 million in FY 2014.

In 2015, ODH sold 254 units for CHF 94.8 million compared to 265 units in 2014 with a value of CHF 87.6 million. Total deferred revenue from real estate that is yet to be recognized until 2018 reached CHF 147 million in FY 2015 compared to CHF 151.0 million in FY 2014.

Outlook for 2016

After the great success that Orascom Hotels and Development (OHD) has achieved in 2015, we believe that we have set the ground for an improved development and sales strategy that will help us achieve our sales target in 2016. In El Gouna, we launched Fanadir Bay project in April 2016 with a total inventory of USD 60.0 million. The project targets second home ownership with a focus on luxurious yet comfortable living with the unique location of the bay and sea view units. We will also launch new products in Fayoum with a total inventory of USD 3.9 million by Q4 2016.

In Makadi, we are currently finalizing the design for the Clubhouse and will proceed to permits in order to commence construction by early 2016.

In Oman, we are revisiting Jebel Sifah’s master plan and are planning to introduce new product types during Q4 2016. We are finalizing the

2.2 Real estate and ConstRuCtion

2015 2015

2014 2014

REaL ESTaTE anD COnSTRuCTIOn REvEnuES

CHF 66.4 m (2014: CHF 72.9 m )

SHaRE OF GROuPS REvEnuE

21.7%(2014: 29.1% )

2015 2015

2014 2014

aDJuSTED EBITDa

CHF 16.2 (2014: CHF 20.3 m )

vaLuE OF DEFERRED InCOME

CHF 147 m (2014: CHF 151 m )

Value of contracted units (CHF mn)

number of contracted units

average selling Price (CHF/m2)

Value of deferred income (CHF mn)

Country destination FY 15 FY 14 FY 15 FY 14 FY 15 FY 14 FY 15 FY 14

egypt El Gouna 82.91 48.7 183 121 2,541 2,497 83 52

Fayoum 0.2 - 3 - 539 - 3 4

Makadi 1.0 3.0 20 57 640 599 1 1

Gardania 2.6 - 4 - 1,329 - - -

oman Jebel Sifah 4.3 3.6 5 5 2,381 2,857 17 27

Salalah Beach 4.1 10.3 15 41 3,685 4,042 16 20

uae The Cove - - - - - - - -

Montenegro Luštica Bay 11.1 22.0 24 41 4,812 4,390 27 46

Morocco Chbika - - - - - - - -

odH Group 106.31 87.6 254 265 2,543 2,625 147 151

Increase in Contracted Sales Driven by El Gouna, Egypt

Business Segments

1 Includes CHF 11.5 million sale of Mansions

Egypt

Oman

Montenegro

value of Contracted units (CHF mn)

86.7

8.4

11.1


17.9%Increaseinthesegment’srevenuesoverthesameperiodlastyear.

DestinationManagementEnvironmentin2015

this year witnessed some massive reforms and value-adding services across our destinations. In el Gouna, several maintenance works and upgrades were performed across the destination. new community rules and regulations were established aiming at increasing owner’s and hotel guest’s satisfaction. We also performed several internal restructuring of the operational facilities, resulting in stronger financial performance. In Oman, we have invited a lot of the local and international entrepreneurial spirit in our destinations, encouraging stakeholders to open their own small projects that would ultimately add life to the destination and help build up its community. lustica Bay, montenegro formally kicked off its destination management function by welcoming its first residents and negotiating its first operational summer.

Financialreview2015

Revenues in destination management has increased by 16.4% in FY 2015 to reach cHF 15.6 million compared to cHF 13.4 million in FY 2014. Around 60% of revenues were generated from utility functions such as water or electricity generation, while the remaining 40% were derived from commercial, urban and community services as well as infrastructure and maintenance activities. the segment reported adjusted eBItDA losses of cHF 3.9 million in 2015 compared to a loss of cHF 2.1 million in 2014.

Keyevents

various maintenance works & upgrades within el Gouna were performed during the year, including the renovation of the marina

flooring, street sidewalks, and multiple road pavements which enhanced the traffic and flow within the destination. We also established an owner’s representative system to enhance communication between the company and home owners, developed community rules & regulations that aimed at defining new communication channels and engaging residents/ volunteers in new projects in el Gouna. We have undergone several restructuring efforts of the underperforming business segments, some of which included the hiring of new management, opening of new business lines, and better cost management, mainly of the golf course and the hospital; which then recorded its highest results since inception. We signed a new management contract with the British columbian canadian International school and managed a number of sale outlets to new tenants. last but not least, we worked in collaboration with the marketing and communication team on a number of branded “el Gouna” events namely: el Gouna Rally, new Year’s party, earth Week, squash tournament, sandbox party, children summer camps and Rotary club inauguration.

At the beginning of the year TabaHeightswas partially re-opened after the damage that was caused by the may 2014 floods. Unfortunately, the destination continued to suffer from ongoing travel bans to the sinai peninsula issued by most Western european countries in addition to negative consequences of the plane crash in the sinai peninsula in October 2015. As a result, we had to downsize operations and save on costs, so we decided to shut down five out of our six hotels and have only kept sofitel Hotel open with 442 rooms.

In Oman, the Group is making persistent efforts towards developing the destinations. During 2015, we had successfully completed

the construction of 4-star 218-rooms Al Fanar Hotel and held its soft opening in December, 2015, thereby successfully completing the 700-room phase I of the hotel development plan in Salalah Beach, making it the largest contributor to the development of high-end hotels in Oman over the last five years.

We opened 2 new shops, a restaurant and an art gallery (Bait muzna) displaying Omani and european art work and sculptures. In JebelSifah, we finished 5 out of the 9 holes golf course. We completed the pavement of a new entry road to the destination, the infrastructure of the main resort boulevard and finished the zoning of several villas and landscape. We are happy to announce that we had completed the inflatable water park that will be the first floating waterpark in Oman, and will become one of the main visitor attractions for the destination. We also finished the design and mockup of a 30-35 chalet style ecological hut (eco-Hut resort) and are planning the construction of which by Q4 2016.

In Lustica Bay, we established a small facilities management team responsible for the management, operation and maintenance of all the company’s facilities, including its office buildings, infrastructure works and landscaping. they are also responsible for the completed real estate buildings on behalf of the respective condominium associates. Apart from the company’s office facilities which are managed ‘in house’, the provision of day to day operations and maintenance services is outsourced. Overall facilities management services, including cleaning, waste removal, building maintenance, operations & management and landscape maintenance are contracted to a local company. security services are separately contracted.

2.3deSTinaTion ManageMenT

Outlookfor2016

In Egypt, specifically in El Gouna, we will continue to strengthen our brand awareness and ensure that guests/residents experience our “life as it should be” vision in our destinations. We will work on positioning el Gouna as an all year round destination and widening the targeted audience by providing an all year round calendar of activities that lasts from morning till night for all age-groups, through different entertainment and sports events. Building on el Gouna’s most important element, the sea, we are currently designing and building the needed infrastructure for a new beach area. We launched a new real estate

project in el Gouna, Fanadir Bay, in early April 2016 and also launched the destionation’s new marketing campaign. Finally, we will continue working on accelerating the monetization of our land bank by identifying new development agreements that will add value to the destination where we see is needed.

For Oman, we are revisiting our master plans and continuing our focus on pushing new real estate sales , through the introduction of new real estate projects in both destinations. We are still working on the destinations revival through introducing new small projects including tennis & basketball courts, boat maintenance workshop, sifah club House, games zone and

eco Huts. the design and feasibility study of the new water park in salalah Beach is planned to start in Q2 2016 with a capacity to hold up to 1,500 visitors.

For Montenegro, 2016 will be a year of consolidation. the main facilities management and security services will continue to be outsourced, while service levels and cost optimizations will be a focus for analysis and review during the year in preparation for the significant increase in responsibility and activity in 2017, when an additional 89 apartments, villas and town homes will be handed over to the buyers and the main marina will commence operations.

Utilities

CommercialServices

Infrastructure&Maintenance

UrbanServices

CommunityServices

Others

ElGouna

HaramCity

TabaHeights

Oman

TheCove

2

5

5

12

DestinationManagementRevenuesbyDestination

(%total)

75

40

20

23

8

19

DestinationManagementRevenuesbyServiceType

(%total)

2015

2015

2015

2014

2014

2014

DESTINATIONMANAGEMENTREvENUES

CHF15.6m(2014: cHF 13.4 m)


5.1%(2014: 5.4%)

ADJUSTEDEBITDA

CHF(3.9)m(2014: cHF (2.1) m)

23

BusinessSegments


A393.4%increaseinthesegment’srevenue.

the Group entered into sub-development agreements, in a move to accelerate the monetization of its land bank, while providing strict development guidelines to ensure control over the development and maintain the architectural harmony of the destination. the Group has entered into sub-development agreements with third-party developers through the sale of specific land plots where there are no development obligations or where the Group has developed infrastructure in order to sell the land to third-party developers. this established a reference point for the market price of our land bank. Revenues from such sales are included in our land sales segment.

During 2014 Orascom Hotels & Development (OHD) a subsidiary of the Group entered into an agreement with a third-party investor

to sub-develop a real estate and touristic project in el Gouna with a total land area of 160,000 m2 and Red sea construction company; the Group’s affiliate will construct the project. During 2015, the agreed upon land plot was increased to 168,779 m2.In september 2015, OHD continued to prove its successful implementation of its land monetization strategy and has signed a new sub development agreement with AlcOm for touristic Development s.A.e, a Hassan Allam properties company (Hassan Allam properties is one of egypt’s leading property developers) for a total value of UsD 20 million. AlcOm will develop 100,195 m2 of land in el Gouna. In December 2015, OHD has also signed another sub-development agreement with Diwan Al Omr For touristic Investment company to sub-develop a 10,000 m2 land plot for a total value of UsD 2.0 million. Our land sales segment

accounted for 21.6% of our total revenues in the financial year 2015.

Revenues from the sale of land, sale of land rights and the associated costs are recognized when land is delivered and the risk of ownership and control has been transferred to the buyer.

In Q1 2015, 70,000 m2 was sold and recog-nized as revenue in the total amount of UsD 24.1 million (cHF 23.7 million), in Q2 2015, another plot containing 66,779 m2 was sold and rec-ognized as revenue in the total amount of UsD 20.1 million (cHF 19.1 million) and in Q3 2015, the fourth plot containing 100,195 m2 was sold and recognized as revenue in the total amount of UsD 18.6 million (cHF 17.7 million). During 2015, we achieved cHF 67.6 million revenues from land sales compared to cHF 13.7 million last year.

2.4land SaleS

2015

2014

LANDSALESREvENUE(CHF)

CHF67.6m(2014: cHF 13.7m )

2015

2014

ADJUSTEDEBITDA

CHF68.6m(2014: cHF 12m )

2015

2014


CHF22.1%(2014: cHF 5.5% )

the segment other operations combines those businesses of Orascom Development that are not classified in any of the other business segments. the segment includes activities such as mortgage financing, rental of villas and apartments, hospital and educational services, marina, limousine rentals, laundry and other services.

During 2015, revenues of the segment increased by 2.0% from cHF 31.7 million to cHF 32.3 million, in particular due to the increase of tamweel mortgage finance business operation.

Our other operations accounted for 10.6% of our total revenues in the financial year 2015.

2.5oTHer oPeraTionS

2015

2014

OTHEROPERATIONSREvENUE

CHF32.3m(2014: cHF 31.7 m )

2015

2014

ADJUSTEDEBITDA

CHF8.3m(2014: cHF 9.0 mn)

2015

2014


10.6%(2014: 12.7%)

25

BusinessSegments


3CoUnTrieSEgypt

UAE

Oman

Montenegro

Switzerland

Jordan

Morocco

UnitedKingdom

Movingforward

3CoUnTrieS

orascom development

Orascom Development has a diversified portfolio of destinations, which is spread over eight jurisdictions covering egypt, UAe, Jordan, Oman, switzerland, morocco, montenegro and United Kingdom. It is a leading developer of fully integrated and infrastructure-supported destinations that include hotels, private villas, apartments and leisure facilities–namely, golf courses and marinas.

Our strategy is based on the creation of value in our land bank for the medium and long-term stakeholders. to that end, we accumulate large tracts of land with enough space to develop self-sufficient communities and towns.

subject to certain conditions, the Group has, up to this date, secured land banks of approxi-mately 100.2 million m2 in several jurisdictions. moreover, Orascom Development holds its undeveloped land banks primarily by way of contractual rights or usufructs, with the option to acquire legal title.

the Group has also developed eight operating destinations including tourist destinations such as el Gouna on the Red sea coast, taba Heights in the sinai peninsula and makadi in the Red sea district in egypt, the cove in Ras Al Khaimah in UAe, Jebel sifah and salalah Beach in Oman and Andermatt swiss Alpes in switzerland, in

addition to the budget housing community of Haram city in the Greater cairo area in egypt.

Furthermore, several destinations are currently in various stages of development and planning in Oman, morocco, montenegro, and the United Kingdom.

operating Towns

7,759 Hotel Rooms

operating

22 self-managed10 under- management

100.2 millionm2

total land Bank

32 Hotels

egypt

Uae

Jordan

oman

Switzerland

Morocco

Montenegro

Uk

orascom development’s land Bank

destination name Total land bank Completed Under

constructionUnder

development Undeveloped

EGYPT 49.12 14.17 5.72 1.70 27.54

el Gouna 36.92 8.96 5.48 1.20 21.28

taba Heights 4.27 2.56 - 0.02 1.69

Haram city 2.60 1.93 0.17 0.34 0.16

Amoun Island 0.02 - - - 0.02

Fayoum 1.08 0.25 0.07 0.08 0.69

Qena Gardens 0.84 - - 0.06 0.78

makadi 3.39 0.47 - - 2.92

UNITEDARABEMIRATES 0.30 0.30 - - -

the cove 0.30 0.30 - - 0.01

OMAN 20.84 1.50 0.20 3.80 15.34

Jebel sifah 6.20 0.20 - 1.50 4.50

salalah Beach 13.60 1.30 0.20 1.50 10.60

As sodah Island 1.00 - - 0.80 0.20

city Walk 0.04 - - - 0.04

MONTENEGRO 6.90 0.02 0.10 0.30 6.48

luštica 6.90 0.02 0.10 0.30 6.48

SWITZERLAND 1.50 1.30 - 0.10 0.10

Andermatt 1.50 1.30 - 0.10 0.10

MOROCCO 15.00 - - 3.00 12.00

chbika 15.00 - - 3.00 12.00

UNITEDKINGDOM 6.54 - - - 6.54

eco-Bos 6.54 - - - 6.54

Total 100.20 17.29 6.02 8.90 68.00

PercentageofTotalLandbankSize 17.30% 6.01% 8.89% 67.90%

land categories definition

total land Bank

Any plot of land, developed or undeveloped, which is under the direct or indirect possession of Orascom Development by virtue of lease, usufruct and/or ownership rights and over which Orascom Development may have further rights to develop, fully own, lease to third parties, sell to third parties, grant sub-usufruct rights to third parties, or otherwise dispose to third parties. each plot of land is governed by the respective agreement between Orascom Development (directly or indirectly) and the respective governmental entity, shareholders, and/or investors

completed Any plot of land where infrastructure is completed and individual elements of the projects are completed

Under construction Any plot of land where infrastructure is completed and individual elements of the projects are under construction

Under Development Any plot of land where infrastructure is under construction but not yet completed

Undeveloped Any plot with zero infrastructure (raw land)

29

Countries


5.5millionm2

1.2millionm2

Under development

21.5millionm2

Undeveloped

ElGounaisOrascomDevelopment’sflagshiptownandtheGroup’s“Lifeasitshouldbe”developmentbenchmark.Itisaself-sufficient,fullyintegratedresorttown,stretchingacross10kmofpristineshorelineonthebeautifulRedSeacoastwithatotallandareaof36.9millionm2ofwhich15.6millionm2hasbeendeveloped,ElGounaisamultinationalcommunitywithover11,500residentsthatcontinuestogrow.

el Gouna offers unparalleled lifestyle attracting a growing multinational community. Year-round sunshine, shimmering lagoons, turquoise beaches, and being a 4-hour flight from europe makes el Gouna the ultimate paradise escape. It boasts world class infrastructure, upscale services and is home to some of the world’s most reputable brands in the tourism and leisure industries.

el Gouna offers a wide range of international-standard facilities such as real estate projects, 16 hotels with 2,627 guestrooms with a mix of 5, 4 and 3 star hotels, a landing strip, a world-class hospital, a nursing institute, two championship 18 hole golf course, three marinas with a capacity of 361 berths, 463 commercial outlets, 100 restaurants, bars and eateries, a weather station, conference and meeting facilities, beauty salons, post office, laundry service and banks. el Gouna also hosts a satellite campus of the technische University Berlin, which offers three master’s degree programs, a variety of both international and egyptian curriculum schools and a library linked to Bibliotheca Alexandrina as well as a cable park with a complete water sports complex, a mosque and a church, in addition to cultural festivals and major events.

el Gouna is honored to be the first destination in Africa and the Arab Region to receive the Global Green Award. sponsored by the United nations environment program, this award is handed to cities displaying substantial measures and efforts in progress within the field of environmental sustainability.

Highlights 2015

• launched Joubal & Joubal lagoon; new real estate residence/neighborhood projects with a total inventory of UsD 23.8 million

• Accelerated the construction of all launched projects during 2014, expecting to deliver Joubal, 6 months ahead of schedule

• launched Water side condos with a total inventory of UsD 32.7 million in December 2015, introducing the new concept of rental management

• launched el Gouna-FtI new joint-marketing campaign and on september 24, 2015, the first direct flight has arrived from Germany to Hurghada International Airport. the airplane was named el Gouna express by sun express airlines

• Finalizing the construction of Ancient sands hotel in el Gouna, to be launched in Q2 2016

• Renovation of Ocean view, captain’s Inn, turtle’s Inn, steigenberger Golf Resort, sultan Bey, Arena Inn, Bellevue, Rihana Inn and Royal Azur Hotels

• signed two new sub-development agreements with Hassan Allam properties company and Diwan Al Omr For touristic Investment company to sub-develop 110,196 m2 of land in el Gouna for a total value of UsD 22.0 million

• Delivered 71 units during 2015 and started the construction of 237 units to be delivered during 2016

36.9millionm2

total project area Under construction

el goUna, egyPTOpeRAtInG DestInAtIOn

WORlD clAss

HOtels16

hotels

events in 2015

• el Gouna Rally special - march 2015• el Gouna International squash Open 2015 - April 2015• spring KiteJamboree – RedseaZone 2015 - April 2015• top model of the World - september 2015• el Gouna Kidathon 2015 - november 2015

9.0millionm2

completed

31

Countries


TabaHeightsisoursecondfullyself-sufficientresorttown,developedafterthesuccessfulmodelofElGouna.TabaHeightscomprisesatotallandareaofapproximately4.3millionm2,ofwhichapproximately2.6millionm2hasbeendeveloped.

taba Heights is located in taba, a small egyptian town near the northern tip of the Gulf of Aqaba on the sinai peninsula, approximately 200 km north of sharm el-sheikh and approximately 20 km south of the Israeli town eilat, which makes it a popular starting point for excursions to UnescO World Heritage sites, such as the monastery of saint catherine, the rose-red city of petra, the desert of Wadi Rum, the holy city of Jerusalem and the Dead sea. taba International Airport is approximately 25 km away from taba Heights.

the town offers a wide range of international-standard facilities such as a six (4- and 5-star Hotels with 2,365 guestrooms), a medical center, child daycare services, a town center and many other facilities. Furthermore, the town features 107 outlets including cafés, bars, restaurants and shopping facilities, 25 hotel swimming pools, various spas, 5-star water sports center, man-made salt cave and an 18-hole championship golf course. In addition, taba Heights offers a yacht marina with berthing capacity for 50 yachts and provides overnight mooring.

Highlights 2015:

• taba hotels continued to suffer from travel bans to the sinai peninsula issued by most Western european countries at the beginning of the year due to security issues facing sinai also due to the crash of a Russian airplane over the sinai peninsula in October 2015. As a result, drastic cost cutting measures were taken, we shut down five out of our six hotels keeping only sofitel hotel open with 442 rooms as we are continuing with the cost-cutting measures at taba Heights

events in 2015

• cairo Runners marathon event 7Km in October 4, 2015

TaBa HeigHTS, egyPTOpeRAtInG DestInAtIOn

An InteRnAtIOnAl tOURIstIc mARInA

cHAmpIOnsHIp

GOlF cOURse

18hole

4.3millionm2

total project area

2.6millionm2

completed

0.1millionm2

Under development

1.7millionm2

Undeveloped

33

Countries


SettledintheheartoftheRedSeaonly30kmawayfromHurghadaInternationalAirport,laystheuniqueresidentialandtouristiccommunity,Makadi.AstheonlyresidentialcommunityinMakadiBay,thedestinationaddsadifferentflavortotheareawhencomparedtoitsneighboringresortbasedcommunities.

Makadi stretches across approximately 3.4 million m2 providing both its residents and visitors with all the services and facilities that they would require and desire. With a mission to provide upper middle class families the opportunity to own a home at affordable prices, the town resort is now featuring a variety of residential units, and also an operating hotel “Makadi Gardens” with a total capacity of 283 rooms. Orascom Development Management, a wholly owned subsidiary of Orascom Development, acts as the development manager in charge of design, sales, marketing and community management. Being the first gated community in Hurghada, Makadi is destined to provide the community with high quality services, among which is Hurghada’s first club “Clubhouse” that offers social and sports activities, not to mention the spacious commercial area, hotels, medical center and school. With such services being provided, not only owners and hotel visitors of Makadi will enjoy their stay, but also all of Hurghada will find something suitable in Makadi to fulfill their needs.

Highlights 2015:

• We are reviving the destination, expediting the design drawings for the destination’s clubhouse facility with plans to start its construction during 2016

• Hotels’ occupancies were affected by the Russian airplane crash in October 2015 over the Sinai Peninsula whereby Russian market represented 47% of the guests in the first nine months of the year. As a results, management took the decision to shut down Makadi Gardens Hotel in December 2015 until business is back to normal

• We are compensating the lost Russian business from other source markets by special promotional campaigns in East European, German and local markets to fill in the business gaps

• Delivered 162 units during 2015 and started the construction of 24 units to be delivered during 2016

MAKADI, EGYPTOPERATING DESTINATION

FROM HURGHADA

INTERNATIONAL AIRPORT30

km

2.9millionm2

Undeveloped

0.5millionm2

Completed

3.4millionm2

Total project area

35

Countries


During the last quarter of 2006, Orascom Development entered the budget housing arena, a businessstrategically focused on developing affordable income housing throughout Egypt by establishing throughits subsidiary Orascom Hotels & Development (OHD) the budget housing company Orascom HousingCommunities (OHC). OHC is the first Egyptian company to focus on the development of high-qualityaffordable housing units within sustainable and fully-integrated townships in Egypt.

Orascom Housing communities, a 35.25% owned by Orascom Hotels and Development, manages this line of business. launched in 2007 as the first of its kind in egypt, Haram city’s award winning model of affordable housing within a sustainable and fully integrated township encourages social responsibility and civil engagement. spanning over approximately 2.60 million m2 of land, the project is now home to more than 40,000 residents. As a truly integrated development, Haram city offers comprehensive community facilities including schools, clinics, worship houses, sporting amenities, a cinema, police station, nurseries and commercial outlets. Beyond ensuring the town’s self-sustainability through employment opportunities in commercial and industrial sectors, the city hosts various projects designed to stimulate job creation and benefits the overall community as well as underprivileged segments. In order to improve the quality of education of the town students, the Group built three public schools and one private school, Orascom language school, with affordable fees to enable residents to learn english, German, and Arabic.

Highlights 2015:

• Delivered 514 units during 2015 and started the excavation of 240 new units

• started the construction of 179 units to be delivered during 2016

• continued the infrastructure for 120 acres (including roads, hardscape, planting, plumping pipes, water and fire pipes, and medium and low voltage cables)

• completed the construction of the police station and the church

• proceeding with the construction of electric substitution and Orascom language school

Haram CityHaraM CiTy, egyPTOpeRAtInG DestInAtIOn

BUDGet

HOUsInG

cOmmUnItY

In eGYpt

1st

2.6millionm2

0.3millionm2

1.9millionm2

0.2millionm2

0.2millionm2

total project area Under developmentcompleted Undeveloped Under construction

37

Countries


Located100kmsouthwestofCairoinanideallocationoverlookingthespirituallakeofQarun.TheplanissettodeveloptwoluxuryresidentialcommunitiesByoumandAlRoboua,inFayoum.

In 1998, the Group acquired from third parties land rights initially acquired from the Government of egypt at el Fayoum for a residential real estate development project. total land parcels secured cover approximately 1.1 million m2. the Al Roboua project offers 36 standalone villas in traditional nubian style with all supporting amenities. During the third quarter of 2008, Byoum, a new residential real estate project, was launched, covering a total area of approximately 446,507 m2 out of the total awarded land. In the first phase of Byoum, it is planned to offer villas with full access to an attached marina and a four star hotel with an expected capacity of 62 guest rooms. site development commenced during the third quarter of 2008 and was put on hold following the egyptian revolution. We are now working on reviving the destination and completing the construction works on the sold villas and the Byoum hotel. the residential component and the hotel are expected to become operational in Q3 2016.

FayoUM, egyPTOpeRAtInG DestInAtIOn

Highlights 2015:

• Finalizing the construction of Byoum Hotel with a 62 guest room capacity, to be launched during Q3 2016

• completing the construction works on the sold villas

1.1millionm2

0.1millionm2

0.3millionm2

0.7millionm2

0.1millionm2

total project area

Under development completed Undeveloped Under construction

Orascom Development entered into usufruct agreement with the egyptian Government in 2005 to develop Amoun Island. the island is situated off the main nile river bank in Aswan and has a total project area of 22,000 m2. the destination plan presents an exclusive luxury boutique-style hotel to be operated by cheval Blanc (Group lvmH), accommodating 38 luxurious suites with lounge areas private pools, an exquisite-cuisine restaurant, lounge bar, wine cellar, private library and six star service.

aMoUn iSland, egyPTDevelOpInG DestInAtIOn

0.02millionm2

0.02millionm2

total project area Undeveloped

39

Countries


located at makadi bay, one of Hurghada’s fascinating shores, 30 km away from Hurghada International airport. Royal Azur Hotel with 491 guest rooms and club Azur Hotel with 339 guest rooms. the two hotels overlook their own spacious private sandy beach, offering sixteen restaurants and bars, fully equipped water sports center, tennis courts, squash court, billiards, a fully equipped fitness room and swimming pools. Hotels occupancies were affected by the recent Russian airplane crash, accordingly, management took the decision to shut down club Azur Hotel in December 2015 until business is back to normal.

royal azUr & ClUB azUr, egyPTOtHeR HOtels

zaHra oBeroi, egyPTOtHeR HOtels

Described as one of egypt’s most spacious cruise ships with 27 cabins, Oberoi Zahra offers the highest standards of hospitality and service. the Oberoi Zahra is the only nile cruiser with a full service spa and has been recognized by the egyptian ministry of tourism as the “Best cruiser on the River nile”.

RoyalM A K A DI BAY

Grand Resorts

ClubM A K A DI BAY

Club

In 2010, following the success of Haram city, OHc was allocated 0.8 million m2 of land in the Qena Governorate, Upper egypt, to provide a high-quality affordable housing units within sustainable and fully-integrated townships in Qena. the project is planned to incorporate residential units, a school, clinics, shopping areas, and an entertainment venue. the project is currently suspended until Qena Governorate fulfills its obligations under the agreement by providing the necessary infrastructure.

Qena gardenS, egyPTOpeRAtInG DestInAtIOn

Highlights 2015:

• Delivered 26 units in 2015• started the construction of 6 new units to be delivered in 2016

0.8millionm2

Undeveloped

0.1millionm2

Under development

0.8millionm2

total project area

41

Countries


The Cove Rotana Resort is located on an idyllic water inlet on the Ras Al Khaimahbeachfront, offering spectacular views over the Arabian Gulf. Just 8 km from the cityCentre,20kmfromtheRasAlKhaimahAirportandan87kmdrivefromDubai,TheCoveRotana Resort is an ideal destination for leisure travellers and weekend breakers.

the cove comprises a total area of around 290,000 m2, of which approximately 285,000 m2 have been developed. the cove project is now completed, offering 188 residential villas and a five star hotel operated by Rotana. the residential units have been all sold. the cove Rotana Resort & spa opening took place in early February 2009, offering 346 rooms. the total number of 346 rooms consists of 204 hotel rooms (hotel building) plus 142 rooms resulted from 80 residential units being leased back to the RAK tI and managed by Rotana as part of the hotel rooms’ inventory.

meanwhile, a new staff housing building was constructed and finished in november 2015. In addition to that, the Group decided to convert the senior executives’ staff housing building into a 145 room hotel extension to increase the existing room capacity and it is expected to be finalized in 2016.

awards received for 2015:

WorldTravelAward2015• UAe’s leading Family Resort

WorldLuxuryHotelAward2015• luxury coastal Resort • continent middle east - luxury private pool villa

TripAdvisor2015Winner• certificate of excellence HolidayCheckAward2015

• voted as one of the most popular Hotel Worldwide

• RtK mein Reiseburo 2015 • voted as top Hotel by RtK travel Agents

THe Cove, UaeOpeRAtInG DestInAtIOn

FROm RAs Al

KHAImAH AIRpORt

20km

43

Countries


Tala Bay, JordanOtHeR HOtels

Following the Group’s invitation to develop Jordan’s first resort project, Tala Bay was our firstregional rolling-out of our tourist resort model outside Egypt.

tala Bay is situated on the Gulf of Aqaba (northern Red sea), which is Jordan’s only sea gateway. the project is located outside of Aqaba and approximately 10 km away from Aqaba International Airport. the integrated tourism destination is built upon a man-made lagoon and is one of the largest tourism destinations in the country, covering a land area of approximately 2.7 million m2. tala Bay now includes three hotels with a total capacity of 900 rooms including the Radisson Blu and movenpick. the third hotel, the marina town plaza, used to be fully owned by the Group through a 100% share in a company called “Golden Beach”. the hotel featured 260 rooms and became operational in April 2008.

On march 22, 2015, JptD fully purchased Golden Beach by signing a share purchase agreement. On may 25, 2015, control of the Golden Beach Hotel was transferred to JptD and composition of Board of Directors of the Golden Beach for Hotels company was changed to include representatives of JptD as at June 24, 2015. two more hotels will be added to tala Bay, the Hilton, which will comprise of 387 rooms and expected to be operational by 2018 as well as the Golf course Hotel. In addition, the project plan includes villas and apartments, a marina, a championship golf course and commercial facilities.

FROm AQABA

InteRnAtIOnAl

AIRpORt

10km

45

Countries


WeareplanninganddevelopingprojectsonfoursitesinOman,whichmakesittheGroup’slargestpresenceoutsideofEgypt.Thetotalproject

areacomprisesapproximately20.84millionm2.

©MinistryofTourismOman

©MinistryofTourismOman ©MinistryofTourismOman ©MinistryofTourismOman ©MinistryofTourismOman





20.84millionm2

TOTALLANDBANK

3.8millionm2

UNDERDEVELOPMENT

1.5millionm2

COMPLETED

15.34 millionm2

UNDEVELOPED

0.2millionm2

UNDERCONSTRUCTION

SPREADOVER

3,165km

OFCOASTLINE

6 hours FROMEUROPE

SALALAHBEACHJEBELSIFAH

ASSODAHISLANDCITYWALK

OMAN

BEHIND THE SUCCESS

JeBel SiFaH, oManOpeRAtInG DestInAtIOn

1st

20minutes

FROm BAnDAR

KHYRAn

InlAnD

mARInA In

OmAn

A natural getaway located on the shores of Oman, 20 minutes from Bandar Khayran, Jebel sifah, our third biggest town, is spread on 6.2 million m2 with a 5 km long beachfront stretch and a backdrop of the Al Hajar mountain range, the highest mountains in the Arabian Gulf.

A fully integrated tourism complex covering a vast and beautiful area, Jebel sifah includes freehold residences along with all the amenities and infrastructure of a modern luxury town with the opportunity for expatriates to obtain official residency permits upon property delivery.

the residences feature modern architectural design with inspirations from the rich historical traditions of Oman. With a 25% low building density properties enjoy unparalleled views of the sea, marina, golf course and majestic mountains.

the destination will encompass the development of a range of four and five-star world-class hotels including the 4-star sifawy Boutique Hotel (67 rooms opened in 2012). In addition, Jebel sifah appeals to affluent residents of the country’s capital with its combination of its 18 –hole pGA golf course, the first inland marina in Oman with a berthing capacity to hold 84 boats in water and 120 on land which opened in 2012 along with other planned town facilities such as restaurants, cafes, shops, pharmacies & luxuriously appointed spas.

the positioning of the project is to make it the most upscale destination in Oman with its array of exclusive hotel brands and residences.

Highlights 2015

• Handed over 20 villas and 95 apartments• Opened the floating fuel station on the marina• progressing with the Golf course construction, completed

its design and rough shaping & finalized 5 holes out of the first 9 holes

• Infrastructure completed in the main resort boulevard and different villa zones including water plumping, electrical linkage and landscape

total project area

6.2millionm2

total project area

0.2millionm2

completed

1.5millionm2

Under development

4.5millionm2

Undeveloped

49

Countries


SALALAH BEACH, OMANOPERATING DESTINATION

3

8km

OF WHITE

SANDY BEACHES

OPERATING

HOTELStotal capacity of 700 rooms

A large, family-oriented, integrated tourism complex in the southern part of Oman, approximately 1,000 km from Muscat, Salalah Beach is set on 8 kilometres of pristine beach in Oman’s stunning Dhofar region on the Arabian Sea, as well as a man-made lagoon system extending the sea inland. The destination is located only 20 minutes away from Salalah Airport and approximately 105 minutes from Muscat.

In Salalah Beach, we are building a self-sufficient, fully integrated resort, following the model successfully applied in El Gouna.

The destination comprises an area of 13.6 million m2 as in August 2015, the Group assigned 2.0 million m2 to the Government of Oman in order to develop the assigned area of land in consideration for an

extension of the minimum build obligations deadline until the end of 2018. Properties are freehold and come with access to all the amenities of the destination including the opportunity for expatriates to obtain official residency permits in a tax-free country.

The destination will house world -class hotels, of which Salalah Rotana Hotel and Juweira Boutique Hotel are operational. The third hotel that joined the destination in February 2016 is the 218-room Fanar Hotel & Residences, totaling the available luxury hotel rooms to 700 rooms. The destination is home to a 171 berth marina, freehold residences, retail venues, restaurants and cafes. In addition, we are planning to build a water park which will serve real estate owners, hotel guests and Salalah residents.

Highlights 2015

• Handed over 17 villas and 97 apartments • Completion of the 4 star Fanar Hotel & Residences. The hotel

features 218 rooms including 13 suites (soft opening December 2015)

• Activated a CHF 1.0 mn worth commitment deal with Eden Viaggi; an Italian tour operator, for Al Fanar Hotel, whereby the latter is currently selling Al Fanar as one of its Ten Premium Properties worldwide

• Implemented the Sale and Leaseback system at Al Fanar Project with 45 off plan units

13.6millionm2

0.2millionm2

1.5millionm2

1.3millionm2

10.6millionm2

Total project area Under construction Under development Completed Undeveloped

51

Countries


City Walk Muscat is the awaited vibrant Downtown City Complex; in the Seebarea, serving the cosmopolitan capital city of Oman, Muscat.

Thelandcoversanareaofapproximately47,000m2,ODHisplanningtodevelopone of the biggest commercial/touristic complex in the Middle East spanning abeach-front area of approximately 350 metres.

aS SodaH iSland, oManDevelOpInG DestInAtIOn

Asecludedislandcovering11millionm2,AsSodahislocatedoffthesoutherncoastofOmanoppositeSalalahBeach.TheIslandissettobetheregion’snichedestination,comprising a luxury boutique hotel. The hotel spans an area of 1.0 million m2 andfeatures exclusive pavilions with swimming pools and private access beach. Thehotel’splanalsoincludesamainlodgeandaspa.

CiTy walk, oManDestInAtIOn In tHe pIpelIne

53

Countries


Coming across a location of such untapped beauty along with the unique landscape of theocean,mountainsandsandharmoniouslyco-existing;hascontributedtothemoldingofChbika’sarchitecturewiththenaturalsurroundings.Chbikaisideallylocatedapproximately400kmsouthofAgadirdirectlyinfrontoftheCanaryIslandofFuerteventuraontheAtlanticOcean,withatotallandareaof15millionm2.

Between sea and desert, the master plan of the project reflects a modern oasis of harmony characterized by a Western, moroccan cultural blend. Home to world class hotels, residences including ocean view villas and apartments, chbika, like all other Orascom Development signature towns, will feature state-of-art facilities including a marina, shops, sport activities, dining outlets, as well as a medina-style handcraft center and a medical facility.

the project has been granted the status of a new integrated tourism zone. the project company (Oued chbika Development) has the right to acquire and transfer freehold title to the land area of approximately five million m2 (phase 1) and approximately ten million m2 (phase 2) subject to certain conditions.

According to the development agreement signed with the moroccan government and in line with its vision of sustainable development and having scored the chbika project in the moroccan 2020 vision for sustainable tourism, we aim at developing a tourist dynamic engine of social and cultural development in the provinces of southern morocco, incorporating local people.

Highlights 2015:

• launched a social action plan in order to develop a tourist dynamic engine of social and cultural development in the provinces of southern morocco, incorporating local people. the social action plan will focus on education, health and training concerning children and women

• Ongoing negotiations for raising the needed funds to develop the 3 hotels with a total capacity of 1,000 rooms and the related infrastructure

CHBika, MoroCCoDevelOpInG DestInAtIOn

12.0millionm2

Undeveloped

3.0millionm2

Under development

15.0millionm2

total project area

55

Countries


resort amenities at Completion

• six 4-and 5-star hotels with over 800 planned guest rooms• Approximately 500 apartments in 42 buildings• 25 exclusive bespoke chalets• ski Arena Andermatt-sedrun largest ski resort in central switzerland• 18-hole championship golf course designed by the renowned architect Kurt

Rossknecht, lindau (GeR)• sports centre with all-season leisure pool and spa• conference facilities• 35,000 m2 of commercial space

Progress in 2015

• Over 4,000 players on the Andermatt swiss Alps Golf course (pre-opening) with very good feedbacks

• Golf club house finished and restaurant “the club House” opened in December for first winter season

• successful second year of operation for 5-star deluxe Hotel the chedi Andermatt (commencement of operations in December 2013) with increasing numbers in summer and winter and very good quest feedback

• Handover of the chedi-Hotel-residences to their owners • completion of third and fourth apartment house with more than 40 apartments• start of construction of fifth apartment house and start of sales for sixth and seventh house• cornerstone ceremony for new 4-star-hotel and adjoining residential building

with over 100 residences and swimming hall• First new lift in ski resort opened, construction of second new lift and

infrastructure for snow making started

The Andermatt Swiss Alps development is transforming thetraditional Swiss Alpine village into one of the best year-rounddestinationsinSwitzerlandcomprisingsomeofthefinestfacilities.

With a total land bank of approximately 1.5 million m2, Andermatt is situated at 1,440 meters above sea level and lies approximately 1.5 hours by car from Zurich and 2 hours from milan. Its central location results in excellent connections to the major national and international transport routes. every building in Andermatt swiss Alps Development has been individually designed by one of over 30 selected swiss and international architects to create a beautiful and eclectic appearance for the master-planned resort.

to maintain a perfectly harmonious and peaceful environment the village centre will be a car free zone and enough underground parking spaces are provided for visitors and residents.

the new accommodation and sports facilities mean that whether you seek adrenalin or relaxation your needs are catered for in the most spectacular surroundings, from an ecologically designed 18-hole golf course meeting international tournament standards ideal for outdoor summer activities, to modernized ski facilities linking up with the neighboring ski area of sedrun to form a 120-kilometer ski domain. the highly integrated infrastructure and state of the art facilities will also make the village the perfect location for cultural events and congresses.

the Group has a share of interest of 49 % in Andermatt swiss Alps AG, remains committed to the project and will benefit from any future upside. In november 2015 AsA successfully sold bonds in the amount of cHF 50 million which will help in funding the necessary next steps of the development.

cHeDI AnDeRmAtt

WItH 100 ROOms1

anderMaTT, SwiTzerlandOpeRAtInG DestInAtIOn

57

Countries


LušticaDevelopmentA.D.isdevelopingafullyintegrated,self-sufficientandluxurytouristicdestinationontheMontenegrinAdriaticcoastattheidyllicTrašteBaywithalandbankof6.9millionm2,only10kmfromTivatairportand60kmfromCroatia’sDubrovnikairport.TheGrouphadconcludedtheleaseanddevelopmentagreementwiththeGovernmentofMontenegroandtheMunicipalityofTivatonthe23rdofOctober2009.

The integrated project is planned to offer residential units, world class hotels, a marina on the Adriatic Sea, an 18-hole golf course, commercial facilities, a town center, and basic infrastructure requirements.

Successful start of the first operational season at Lustica Bay, has been celebrated on August 15 2015 with ‘Lustica Bay Summer Launch Party’ organized for clients, public figures, and media representatives, Lustica Development and Orascom employees. With this celebration marked the first operational season that has began in May 2015, by handing over the keys to owners of the new housing units in the first ten buildings C&D, that are completed within the resort. This spring the first homeowners began to moving into the waterfront apartments, all of which have views down onto the marina and open sea.

Development has started with preparatory works on tourist facilities and eight new buildings with 45 residential units.

2016 will witness heavy construction works being carried out in all directions – from the marina, access road to the villas, to progress with other residential zones. The team at Lustica Bay will also very soon launch its Townhouses, another great addition to the property mix in the development.

Highlights 2015:

• First two buildings clusters (10 buildings comprising 70 apartments) have been fully finished and delivered in August, with residents moving in the summer of 2015

• The foundation of the next two buildings & first Villa clusters have started, with planned completion dates in Q4 2016 and Q2 2017

• 80% of the main marina works have been completed, with a soft opening date of March 2017

• Excavation works for the Golf Course is completed and the construction permit has been obtained (the first Golf Course permit in Montenegro)

• Will start the construction works of the Promenade hotel in 2016, planned to be operational in summer 2018

LUŠTICA BAY, MONTENEGRODEVELOPING DESTINATION

FROM TIVAT

AIRPORT10

km

0.3millionm2

6.9millionm2

6.5millionm2

0.1millionm2

Total project area Under development Undeveloped Under construction

59

Countries


The Group formally established Eco-Bos Development Ltd in May 2010 as a jointventurewithImerys,amultinationalindustrialmineralscompany,todevelopaseriesofsustainablecommunitiesinCornwallUnitedKingdom.Thetotallandbankisover6.5 million m2 divided over 6 separate sites. The scheme was originally conceivedas part of the UK Government’s Eco-town competition to promote the growth ofsustainablecommunitiesandtheinnovativeEco-Bosproposalstoregeneratelandformerly used for minerals extraction and processing reflects the potential andaspirations of such “green” development initiatives.

the eco-Bos proposals will offer a mixed portfolio of around 5,000 real estate dwellings across all market sectors along with associated retail and employment spaces. leisure and recreation facilities are also planned with proposals for one ocean-facing site including a 5 star hotel and marina development. the company continues to work closely with the local authorities in order to secure planning and commence development for the first phase of these sites in the near future.

In addition, the management direction was to phase the West carclaze land parcel and to actively seek collaboration with third party developers in order to further facilitate the progression of the project. In response to this initiative, eco-Bos is in active negotiations with a number of the UK’s largest developers.

eCo-BoS, UkDestInAtIOn In tHe pIpelIne

61

Countries


CorPoraTegovernanCe

4

MovingForward

ODHBoardofDirectorsandExecutiveManagementensuretheCompany’saccountabilitytoinvestors.

4.1 groUP STrUCTUre and SigniFiCanTSHareHolderS

OrascomDevelopmentHoldingAG

Hotels

RealEstate&Construction

DestinationManagement

LandSales

OtherOperations

the operating business of Orascom Development Holding AG (“Orascom Development” or the “company”) is organized into the following segments: Hotels, Real estate and construction, land sales, Destination management, and Other Operations.

Company

Orascom Development Holding AG

(Altdorf, switzerland)

(cairo, egypt)

the market capitalization of Orascom Development as per December 31, 2015 is cHF 414.20 million. Orascom Development has a dual listing with its primary listing on the main board of the sIX swiss exchange. the secondary listing is in the form of eDRs (egyptian Depositary Receipts) on the eGX egyptian exchange (20 eDRs = 1 equity share).

SIXRegistration

exchange sIX swiss exchange

symbol ODHn

security number 003828567

IsIn cH0038285679

EGXRegistration

exchange eGX egyptian exchange

symbol ODHn

IsIn eGG676K1D011

Orascom Hotels & Development s.A.e. (cairo, egypt)

EGXRegistration

exchange eGX egyptian exchange

market capitalization eGp 1,480.70 million

symbol ORHD

IsIn eGs70321c012

Orascom Hotels & Development s.A.e. is 84.79 % owned by Orascom Development

GroupStructure(ReportingStructure)

name of Shareholder number of shares as of december 31, 2015 Percentage of ownership of the total equity capital and voting rights 3

samih O. sawiris4 29,355,452 72.64%

Janus capital management llc5 1,494,207 3.70%

Significantshareholders

since the initial public offering of the company’s shares in may 2008 through the end of the 2015 financial year, the following shareholders

have disclosed participation in the company of 3 percent or more in voting rights (in accordance with Art.20 sestA 1) 2

On september 21, 2011, Blue Ridge capital Holdings llc and Blue Ridge capital Offshore Holdings llc6 disclosed that their participation in the company had fallen below 3 percent in voting rights.

On november 7, 2013, Orascom Development disclosed that it has terminated the securities lending agreement entered with samih O. sawiris under which Orascom Development

was entitled to lend up to 1,286,353 registered shares of Orascom Development from samih O. sawiris. this termination led to the decrease of Orascom Development Holding’s participation in the company below 3 percent in voting rights.

Aside from the above, the company is not aware of a shareholder holding a participation of 3 percent or more of voting rights.

Cross-Shareholdings

there are no cross-shareholdings between the company and any other entity that would exceed 5 percent of capital or voting rights on both sides.

1 and 2 swiss Federal Act on stock exchanges and securities

Dealing.3 the table, in accordance with the sIX swiss exchange’s

guidelines, shows significant shareholders’ participations

as last disclosed pursuant to Art. 20 sestA. the number

of shares and percentages shown conform to the situation

at the time of the respective last disclosure. they do not

necessarily conform to the situation as per December ,31

2015, given that a shareholder may have purchased or sold

shares subsequent to the last disclosure, but may not have

thereby crossed a disclosure threshold. For information on

the participations of shareholders exceeding 3 percent of

voting rights as reflected in the company’s share register as

of December 2015 ,31, refer to note 27.5 of the company’s

non-consolidated financial statements.4 the shares of samih O. sawiris are held directly and

through his entities thursday Holding ltd. (former tnt-

Holding ltd.) and sOs Holding ltd.

5 Janus capital management llc, with its principal office

at 151 Detroit street, Denver, cO 80206, is the investment

adviser of (a) Janus Overseas Fund, with its principal office

at 151 Detroit street, Denver, cO 80206, (b) Janus Adviser

International Growth Fund, with its principal office at 151

Detroit street, Denver, cO 80206, and (c) Janus Aspen

series International Growth portfolio, with its principal office

at 151 Detroit street, Denver, cO 80206.6 Blue Ridge capital Holdings llc, with its principal office

at 660 madison Avenue, new York, nY 10065, is the

general partner of Blue Ridge limited partnership, with its

principal office at 660 madison Avenue, new York, nK

10065. Blue Ridge capital Offshore Holdings llc, with

its principal office at 660 madison Avenue, new York,

nY 10065, is the general partner of Blue Ridge Offshore

master limited partnership, with its principal office at p.O.

Box 309, Grand cayman KY1104-1, cayman Islands.

CorporateGovernance


Capital

As of December 31, 2015, the company’s issued share capital amounted to cHF 937,510,283.20 and was divided into 40,409,926 registered shares with a nominal value of cHF 23.20 each. the conditional capital amounted to cHF 130,489,699.20. the authorized capital amounted to cHF 3,090,272.20.

AuthorizedandConditionalCapital

authorized capitalthe ordinary meeting of shareholders held on may 18, 2015 authorized the Board of Directors to increase the share capital of the company by a maximum of cHF 278,400,000 by issuing of up to 12,000,000 fully paid-up registered shares with a par value of cHF 23.20 each until may 18, 2017. the shareholders decided that a partial increase shall be permitted and that the Board of Directors determines the date of issue, the issue price, the type of contribution, the date of dividend entitlement as well as the allocation of non-exercised pre-emptive rights.

On December 14, 2015, the company published the results of the rights offering and the increase of the share capital of the company (refer to “changes in the capital in the past three years” below) through the issuance of 11,866,779 fully paid-up shares with a nominal value of cHF 23.20 each.

Following this increase of the share capital, the Board of Directors remains authorized to increase the capital of the company by a maximum of cHF 3,090,727.20 by issuing of up to 133,221 fully paid-up registered shares with a par value of cHF 23.20 each until may 18, 2017 (ref. to Art. 4a of the Articles of Incorporation). A partial increase is permitted. the subscription rights of the existing shareholders shall be granted directly or indirectly (e.g. by underwritten offering followed by an offer to the then-existing shareholders of the company). the Board of Directors shall determine the details of the exercise of the subscription rights. subscription

rights not exercised are to be sold at market conditions or may be used in another way in the interest of the company. the newly issued shares are subject to the transfer restrictions according to Art. 5 of the Articles of Incorporation.

Conditional capitalArt. 4b of the Articles of Incorporation, relating to the company’s conditional capital, reads as follows:

“the share capital may be increased by a maximum amount of cHF 130,489,699.20 through the issuance of up to 5,624,556 fully paid registered shares with a nominal value of cHF 23.20 each, (a) up to the amount of cHF 14,489,699.20 corresponding to 624,556 fully paid registered shares through the exercise of option rights granted to the members of the board and the management, further employees and/or advisors of the company or its subsidiaries, (b) up to the amount of cHF 116,000,000 corresponding to 5,000,000 fully paid registered shares through the exercise of conversion rights and/or warrants granted in connection with the issuance of newly or already issued bonds or other financial instruments by the company or one of its group companies. the subscription rights of the shareholders shall be excluded. the Board of Directors may restrict or withdraw the right for advance subscription (vorwegzeichnungsrecht) of the shareholders in connection with (i) the financing (refinancing inclusively) of acquisitions of enterprises or parts thereof, participations or other investment projects of the company and/or its subsidiaries or (ii) the placement of convertible bonds or financial instruments with conversion or option rights on the national or international capital market. In case the right of advance subscription (vorwegzeichnungsrecht) will be withdrawn, (x) the bonds or financial instruments have to be placed at market conditions, (y) the period of time for exercising the conversion rights or the option rights may not exceed 10 years and (z) the exercise or conversion price of the new registered shares has to be fixed at the conditions

of the market. the terms and conditions of the convertible bonds or financial instruments with option or conversion rights, the issue price of the new shares, the dividend entitlement as well as the type of contribution shall be determined by the board of directors.”

As of December 31, 2015, no option rights, conversion rights, or warrants had been granted on the basis of Art. 4b.

Changesincapitalinthepastthreeyears

2012the share capital was not changed in 2012 and no decisions have been made on changes in share capital. the registered share capital as of December 31, 2012 amounted to cHF 662,201,010.40 and is divided into 28,543,147 registered shares with a par value of cHF 23.20.

2013the share capital was not changed during the year under review and no decisions have been made on changes in share capital. the registered share capital as of December 31, 2013 amounts to cHF 662,201,010.40 and is divided into 28,543,147 registered shares with a par value of cHF 23.20.

2014the share capital was not changed during the year under review and no decisions have been made on changes in share capital. the registered share capital as of December 31, 2014 amounts to cHF 662,201,010.40 and is divided into 28,543,147 registered shares with a par value of cHF 23.20.

2015On December 14, 2015, the company completed a capital increase by cHF 133.8 million (before deducting transaction fees) by way of a rights offering. the new shares were created by cash, conversion of a loan from the company’s major shareholder,

4.2CaPiTal STrUCTUre

samih O. sawiris, and by conversion of capital contribution reserves into equity.

11,866,779 new registered shares were offered at the offer price of cHF 11.28 per share, below the nominal value and at a slight premium to the 30 day volume Weighted Average price (vWAp). the exercise of 12 subscription rights entitled the holder the right to purchase 5 new shares against payment of the offer price. 66.6% of the subscription rights were exercised, corresponding to 7,903,387 new registered shares. 3,963,392 offered shares for which rights were not exercised were purchased by samih O. sawiris, through a controlled entity (sOs Holding), for an aggregate amount of cHF 44.7 million at the same conditions as for existing shareholders of the company.

trading in the new registered shares on sIX swiss exchange commenced on December 16, 2015 and delivery of the new registered shares against payment of the offer price took place on December 17, 2015.

Following completion of the rights offering, Orascom Development Holding AG, as of December 31, 2015, issued a total of 40,409,926 registered shares with a nominal value of cHF 23.20 each.

Sharesandparticipationcertificates

the 40,409,926 registered shares with a par value of cHF 23.20 are fully paid in. they are in the form of dematerialized securities (Wertrechte, within the meaning of the swiss code of Obligations) and intermediated securities (Bucheffekten, within the meaning of the swiss Federal Intermediated securities Act). each registered share carries an equal right to dividend payments.

voting rights are described in section 4.7. no preferential or similar rights have been granted. As of December 31, 2015, no participation certificates (partizipationsscheine) have been issued.

Profitsharingcertificates

the company has not issued any profit sharing certificates (Genussscheine).

Limitationontransferabilityandnomineeregistrations

Limitations on transferability for each sharecategory; indication of statutory groupclauses and rules for granting exceptions

pursuant to Art. 5 of the Articles of Incorporation, the company maintains a share register in which the full name, address, and nationality (in case of legal entities, the company name and registered office) of the holders and usufructuaries of registered shares are recorded. Upon application to the company, acquirers of registered shares will be recorded in the share register as shareholders with the right to vote, provided that they explicitly declare to have acquired the shares in their own name and for their own account.

Acquirers who do not make this declaration will be recorded in the share register as shareholders without the right to vote (for an exception to permit nominee registrations, see below).

Exemptions in the year under reviewno exemptions from the limitations on transferability of shares have been granted in the year under review.

Permissibility of nominee registrations;indication of any percent clauses andregistration conditions

pursuant to the company’s Regulations on the Registration of nominees, the company may register a nominee in its share register as a shareholder with the right to vote if either such nominee’s shareholdings do not exceed 5 percent of the issued share capital as set forth in the commercial Register, or, if such nominee’s shareholdings exceed that threshold, the respective nominee discloses to the company the names, addresses, locations or registered offices, nationalities and the number of shares

held on behalf of all beneficial owners whose beneficial shareholdings exceed 0.5 percent of the issued share capital.

Procedure and conditions for cancellingstatutory privileges and limitations ontransferability the Articles of Incorporation do not provide for any privileges. the limitations on transferability of the company’s shares, as described before, may be cancelled by a resolution (amending the Articles of Incorporation) of an ordinary general meeting of shareholders reuniting the absolute majority of votes represented at the meeting, or by a resolution of an extraordinary general meeting of shareholders reuniting a majority of two thirds of the votes represented (ref. to section 4.7 below).

Convertiblebondsandwarrants/options

the company has not issued any convertible bonds, warrants or options.

67

CorporateGovernance


4.3 Board oF direCTorS

mr. Douiri is the founding shareholder and ceO of mutandis, a moroccan investment company established in 2008. mr. Douiri served in His majesty King mohamed vI’s Government as minister of tourism (2002-2004) and later as minister for tourism, crafts & social economy (2004-2007). In 1992 mr. Douiri founded casablanca Finance Group (later renamed cFG Group), the country’s first investment bank. Until 2002 he acted as chairman of its supervisory board and is still a board member. He is also a board member of Bmce Bank, the third largest moroccan commercial bank, and mFex, a stockholm-based technology company serving the financial industry. mr. Douiri graduated as an engineer from the ecole nationale des ponts & chaussées (enpc) in paris.

After receiving his Diploma in economic engineering from the technical University of Berlin in 1980, mr. sawiris founded his first company, national marine Boat Factory. In 1996, he established Orascom projects for touristic Development and in 1997 Orascom Hotel Holdings, the two companies later merged to form Orascom Hotels & Development s.A.e. (OHD). Furthermore, mr. sawiris established el Gouna Beverages co. in 1997, which he sold in 2001 when it was the largest beverage company in egypt. As of April 1, 2014, mr. sawiris took over the position of the ceO on ad-interim basis of Orascom Development and also serves as chairman of the Board of Directors.

SaMiH o. SawiriS ChairmanandExecutiveMember(CEO on ad-interim basis)

eSkandar TooMaExecutiveMember(CFO on ad-interim basis)

adil doUiriNon-ExecutiveMember

Jürg weBerNon-ExecutiveMember (as of May 12, 2014)

Dr. tooma is a tenured professor of finance and holds the British petroleum endowed chair with the school of Business at the American University in cairo. Dr. tooma combines academic experience with practical exposure through assuming a variety of public and private professional posts. He was senior advisor to the egyptian capital market Authority for 3 years, as well as a member of a variety of committees including the eGX30 Index committee, market Advancement committee at the egyptian stock exchange, an advisor and member of the Derivatives and commodities exchange committee with the ministry of Investments and an advisor to the ministry of International cooperation on egypt’s Debt swap experience. Dr. tooma sits on the board of three eGX listed and actively traded companies: egyptian Resorts company (eRc), madinet nasr Housing and Rowad tourism company. mr. tooma holds two m.s. degrees, the first in Finance and the second in International economics as well as a ph.D. in Finance from Brandeis University.

mr. Weber holds an mBA and a major in Finance and strategic planning from the Wharton school, University of pennsylvania. mr. Weber previously studied civil engineering at the school of engineering in switzerland and microeconomics and english at the University of california, santa Barbara. mr. Weber is currently member of the Board of Directors of „Aviva sigorta A.s.“, „Kron telekomünikasion Hizmetleri A.s.“, which are all domiciled in Istanbul, turkey, and of „Bensys Holding“, which is domiciled in Amsterdam, Holland. He also is founder and owner of the “Golden Horn management ltd.”, which is domiciled in Kiev, Ukraine. previously mr. Weber was ceO of “Boyner Holding”, turkey, a partner of “mcKinsey & company, Inc. ”, turkey, a consultant for “mcKinsey & company, Inc.”, switzerland, an assistant to the vice chairman in “UBs philips & Drew”, UK, and a project manager and assistant to ceO with “UBs, Bank of switzerland”, new York. since 1 september 2015 Jürg Weber is the Division ceO of sIX payment services.

mr. egle’s background is in strategy development, corporate communications, media and pR. After holding senior positions in the private sector he was in charge of communications at the swiss Federal Department of Foreign Affairs and advisor to the minister of Foreign Affairs (1993-1998). Before co-founding Dynamics Group, a swiss company providing strategic consulting, communication management and research analysis, mr. egle was a partner of Hirzel. schmid.nef Konsulenten, a communication and financial consultancy firm (1999-2006). mr. egle holds a Doctor’s degree in sociology from the University of Zurich.

Jürgen FiSCHerNonExecutiveMember

Carolina Müller-MöHl NonExecutiveMember

MarCo SieBer

Non-ExecutiveMember

Franz egle Non-ExecutiveMember

mr. Jürgen Fischer is founder of “the pearl management consultants“ in Dubai, United Arab emirates. previously he was ceO of Dubai properties llc, a major real estate developer in the UAe. Besides looking after 20,000 residential leasing units, 50,000 sqm of retail space, thousands of “Built to sell” apartments and villas and several master developments in Dubai, he was as well involved in international developments of sama Dubai Group in, among others, morocco and Oman. During his time with Dubai properties he oversaw several theme park and tourist projects. Between 1995 and 2008 Jürgen Fischer held several senior positions with Hilton International, such as president commercial Operations and president for continental europe, middle east and Africa, as well as president of scandic Hotels AB. prior to joining Hilton, he worked for the Walt Disney company in different roles in Florida and paris including vice president sales & marketing for Disneyland paris, Director of Resort Development at Disneyland paris and General manager of the «Grand Floridian Beach Resort & spa» at Walt Disney World, Florida. Fischer held several hotel management positions in europe and middle east after starting his professional life as a chef in 1970. He later graduated from the ecole Hôtelière lausanne, switzerland and obtained an mBA with Honors from ImeDe/ImD, lausanne in 1988.

mr. sieber, born in lucerne, switzerland, studied economics at the Business school in lausanne. After graduating with a business degree, in 1989 he took over the family owned company sIGA ltd. together with his brother. mr. sieber managed to transform sIGA ltd. into a company which operates internationally and which has over 300 employees. sIGA ltd. develops and produces products for the construction sector, namely in the field of energy-saving sealings. In 2012, mr. sieber also became majority shareholder in Baertschi Agrartecnic ltd. since 2011, mr. sieber is an active investor in the soccer club Fc lucerne (Fcl) and member of the board of the Fcl Holding.

ms. müller-möhl has been president of the müller-möhl Group since 2000. From 1999 to 2000, she was vice chair Woman of the Board of Directors of müller-möhl Holding AG, after working as a journalist and advertising and pR consultant. she is currently the chairperson of Hyos Invest Holding AG. After gaining an International Baccalaureate at Upper school salem International college (Germany), ms. müller-möhl studied politics, history, and law at the University of Heidelberg and at the Otto-suhr Institut at the Freie Universität Berlin. she graduated with a master’s degree in political science and completed further studies at the london school of economics and at the europainstitut of the University of Basel.

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MembersoftheBoardofDirectors

name Function nationality Birth elected first

elected until audit Committee

nomination & Compensation

Committee

samih O. sawiris chairman eGY 1957 2008 2016 - -

Adil Douiri member mOR 1963 2008 2016 member -

Franz egle member cH 1957 2008 2016 - member

Jürgen Fischer member cH 1954 2014 2016

carolina müller-möhl member cH 1968 2008 2016 - -

marco sieber member cH 1958 2013 2016 - chair

eskandar tooma member eGY/cA 1975 2013 2016 - -

Jürg Weber (lead D i re c t o r ) member cH 1961 2014 2016 chair -

the current members of the Board of Directors are all non-executive, with the exception of mr. sawiris who has served as chief executive Officer of the company on an ad interim basis since April 1, 2014 and mr. tooma who has served as chief Financial Officer of the company on an ad interim basis since september 1, 2013. With the exception of the chairman and mr. tooma, none of the members

of the Board of Directors held executive positions with Orascom Development during the three financial years preceding the year under review. Other than as individually mentioned above, none of these members, and no enterprise or organization represented by them maintains any substantial business relationship with an Orascom Development subsidiary.

there are no news in respect of other activities and vested interests which fall within the scope of subsection 3.2 of the sIX Directive on Information relating to corporate Governance.

Electionsandtermsofoffice

the Board of Directors is elected by the general meeting of shareholders. In accordance with the Articles of Incorporation, the Board is composed of a minimum of three and a maximum of fifteen members, whose term of office shall not exceed three years (a year for that purpose meaning the period between two ordinary general meetings of shareholders). each member’s term of office is determined upon his or her election, and there are no limits on re-election.

Internalorganizationalstructure

Board of directorsthe Board of Directors governs the company and is ultimately responsible for the company’s business strategy and management. It has the authority to decide on all corporate matters not reserved by law or the Articles of Incorporation to the general meeting of shareholders or to another body.

subject to its inalienable duties pursuant to the law and to a number of additional matters, the Board of Directors has delegated the management of the company’s business to the ceO. the Board of Directors appoints the ceO and the other members of executive management.

the Board of Directors constitutes itself autonomously and appoints its chairman and secretary, who does not have to be a member of the Board. It may deliberate if a majority of members are present at a meeting. Decisions are taken by the majority of votes cast. In case of a deadlock, the chairman has a casting vote. A member of the Board of Directors shall abstain from voting, if he or she has a personal interest in a matter other than an interest in his or her capacity as shareholder of the company.

Committees

two permanent committees have been formed to support the Board of Directors; these are the Audit committee and the nomination & compensation committee. the lead Director chairs both of the permanent committees. the duties and competences of both committees are defined as below.

audit Committeethe Audit committee consists of two non-executive members of the Board of Directors as determined by the Board. the two Audit committee members currently appointed have broad experience in finance and accounting on the basis of their professional backgrounds. the lead Director is a member ex officio of the Audit committee.

the mission of the Audit committee is to assist the Board of Directors in the discharge of its responsibilities with respect to financial reporting and audit. the committee reports and issues recommendations to the Board of Directors regarding yearly and interim financial statements, the auditing process, the internal control system, the integrity and effectiveness of the company’s external and internal auditors and other topics submitted to it by the Board from time to time. the Audit committee has no decision-making power.

nomination & Compensation Committeethe nomination & compensation committee consists of two non-executive members of the Board of Directors as determined by the Board.

the mission of the nomination & compensation committee is to assist the Board of Directors in the discharge of its responsibilities and to discharge certain responsibilities of the Board relating to compensation and nomination of members of the Board and of executive management.

the nomination & compensation committee has decision-making power regarding matters of the compensation of executive members of the Board of Directors and members of executive management. the nomination & compensation committee issues recommendations to the Board of Directors without having decision-making power regarding other matters of compensation, the nomination of Board members and members of executive management, and other topics submitted to it by the Board for the committee’s consideration.

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CorporateGovernance


work methods of the Board of directors and its committees

Invitations to attend meetings of the Board of Directors are extended by the chairman or the secretary of the Board. Any member of the Board of Directors may request the chairman to convene a meeting. the members of the Board of Directors and the committees are provided with all necessary supporting material before a meeting is held, enabling them to prepare for discussion of the relevant agenda items.

pursuant to their respective charters, the committees of the Board of Directors convene at least once (in the case of the nomination & compensation committee) or twice a year (in the case of the Audit committee), but can be summoned by their respective chairman as often as the business requires.

meetings of the Audit committee may, upon invitation by its chairman and in an advisory function, be attended by members of executive management. the company’s auditors are in regular contact with the chairman of the Audit committee and have the right to have items added to its agenda.

In the 2015 financial year, the Board of Directors convened for six meetings, and passed four circular resolution. the Audit committee convened for four meetings. the nomination &

compensation committee convened for four meetings. physical meetings of the Board of Directors as well as of the Audit committee and the nomination & compensation committee typically lasted approximately from two to six hours, while telephone conferences typically lasted from twenty minutes to two hours.

definition of areas of responsibility

Based on the provision of Art. 15 of the Articles of Incorporation governing the delegation of duties, the Board of Directors has entrusted the preparation and the execution of certain of its decisions, the supervision of certain tasks, as well as certain decision-making powers to the permanent committees. the Board of Directors has delegated the management of the company’s business to the ceO, who may further delegate any of his duties and competencies to executive management and other members of the company’s management although the ceO remains fully responsible for all duties and competencies delegated to him by the Board of Directors.

excluded from such delegation to the ceO are the inalienable duties of the Board of Directors as defined by law (Art. 716a para. 1 of the swiss code of Obligations), the duties of the Board’s permanent committees (as described above), and decisions on the following matters which remain reserved to the Board:

1. the approval of the issuance of securities or other capital market transactions, and the entering into loan agreements in excess of cHF 80 million;

2. the approval of investments and acquisitions (including land acquisitions, whether by way of contract or by rights in rem, or acquisitions of companies and participations in companies) as well as divestments, dispositions and asset disposals in excess of cHF 20 million;

3. the entering into agreements with a value in excess of cHF 20 million (subject to 1. above);

4. the provision of guarantees, suretyships, liens and pledges and other security in excess of cHF 20 million;

5. the approval of inter-company agreements of a value exceeding cHF 20 million.

information and control instruments vis-a-vis senior management

to ensure that comprehensive information is provided to the Board of Directors on the performance of the functions delegated by it, members of executive management and other senior managers are regularly invited by the chairman or the lead Director to attend meetings of the Board, or to participate when individual agenda items are discussed. For example, during the year under review, the

ceO and the cFO were present at all physical meetings of the Board of Directors. Also during the year under review, individual Board of Directors members supported executive management in various projects. Furthermore, members of the Board of Directors cultivate a regular informal exchange of ideas with company management and regularly visit the company’s locations.

the company’s management has been managing to enhance the internal governance by increasing the capacity of the internal audit functions. During the year under review, BDO muscat has been appointed to provide the services of internal audit in Oman. In General, the in-house internal audit function has performed many ad-hoc assignments in addition to the pre- planned assignments. For each assignment, a report of major findings was presented to and discussed with the management on the entity level, and corrective actions were agreed.

executive management meetings, chaired by the ceO, are held on an (at least) monthly basis in which performance of operating projects is reviewed alongside the budget and previous financial year. Key performance indicators are reviewed as described in the preceding paragraph. Updates on new projects, whether off-plan or under construction, are shared and future steps agreed upon.

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Definitionofareasofresponsibility

the ceO who is responsible for the day-to-day operational management of the company is supported by the executive management. the executive management assists the ceO in developing and implementing the strategic business plans for the company overall as well as for the principal businesses, subject to approval by the Board.

the executive management further reviews and coordinates significant initiatives, projects and business developments in the segments, regions and in the corporate services functions and implements company-wide policies.

MembersofExecutiveManagement

Besides the chairman mr. samih O. sawiris who holds the position of chief executive Officer on an ad-interim basis and the member of the Board of Directors mr. eskandar tooma who holds the position of chief Financial Officer on an ad-interim basis, the following persons also form the executive management of the company:

4.4exeCUTive ManageMenT

An egyptian national, born 1975, mr. Abouyoussef is a tourism entrepreneur who started his career in design and installation of hotel electro-mechanical systems in 1998 moving on to project management and Owner’s Representation till 2004 when he founded his first

company shores Hotels to manage a single hotel of 200 guestrooms. With the growth of shores Hotels’ portfolio, mr. Abouyoussef pursued Hotel Development developing 3 hotels in three different destinations across egypt. mr. Abouyoussef is a holder of a B.s. in mechanical engineering from the American University in cairo and a master’s of science from the University of california at Berkeley. He is also a commission member of the International Federation of the Automobile (FIA).

aBdelHaMid aBoUyoUSSeF

ChiefHotelOfficer

egypt national, born 1970, mrs. el Gezery joined the company in 2014 as a member of the executive management in charge of the Human Resources department. prior to that, she held different senior management roles at vodafone egypt serving most recently as HR Director and member of the executive

management. earlier, mrs. el Gezery worked for lloyd’s insurance company in the UK and At&t/lucent technologies in the middle east & egypt. she has a management Diploma in Business Administration and Human Resources from the American University in cairo and is about to complete a master of science in coaching and Behavioral change from Henley Business school at the University of Reading, UK.

dalia el gezery

ChiefHumanResourcesOfficer

ChangesintheExecutiveManagementin2015andsubsequentevents

As of 30 June 2015, mrs. Dalia el Gezery resigned from her position as chief Human Resources Officer.

effective 1 January 2016, the Board of Directors has appointed mr. Khaled Bichara as the new ceO of the Group.

mr. Khaled Bichara currently holds the position of chief executive Officer of Orascom Development Holding. He is also a co-Founder of Accelero capital. mr. Bichara previously served as Group president and chief Operating Officer of vimpelcom ltd (“vimpelcom”). He was also chief executive Officer of Orascom telecom Holding s.A.e. (“OtH”) as well as chief Operating Officer of Wind telecomunicazioni s.p.A. (“Wind Italy”). He played a pivotal role in the merger of vimpelcom with Wind telecom s.p.A, (“Wind telecom”) for a total consideration of UsD 25.7Bn to create the world’s sixth largest telecommunications carrier. mr. Bichara managed ten operations across the globe through OtH and Wind Italy and 22 operations across the globe through vimpelcom. mr. Bichara was the co-founder, chairman and ceO of “lInKdotnet”. In 2011, mr. Bichara also served as Group executive chairman of OtH

as well as chairman of Wind Italy. mr. Bichara currently serves as a board member of various telecom and It companies, including Orascom telecom media and technology Holding s.A.e.; sUpeRnAp International s.A.,the developer of the world-renowned sUpeRnAp data centers; and Joyent Inc., a global provider of cloud computing software and services. He is the chairman of the board of Italiaonline s.p.A., the leading Italian Internet platform and the #1 email service in Italy; as well as the chairman of the board of seAt pagine Gialle s.p.A., the Italian leader in internet services for smes (website, directories, local adv). He is also a board member of Orascom construction limited, a company dually listed on nAsDAQ Dubai and the egyptian stock exchange. mr. Bichara is also a member of the Advisory Board for the computer science and engineering Department of the American University in cairo. He was previously a member of the GsmA board. mr. Bichara holds a Bachelor of science degree from the American University in cairo.

kHaled BiCHara

ChiefExecutiveOfficer

As of December 31, 2015, the company had 9’116 employees worldwide, of which 3’031 were in egypt. the number of employees

decreased by 265, compared to the end of 2014. the company considers its relations with the employees to be good.

4.5eMPloyeeS

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CorporateGovernance


For detailed information on compensation paid to members of the Board of Directors and to members of executive management for the financial year 2015, and on shares and options held by and loans granted to these persons as of December 31, 2015, please refer to the compensation Report 2015 and to note 12.1 (Board and executive compensation Disclosures as Required by swiss law) of the consolidated financial statements.

the compensation of the members of the Board of Directors and of executive management is determined as specified below. the company does not have any formal stock ownership or option plans for members of the Board of Directors or executive management. It does not employ external advisors or systematically use external benchmarks for fixing compensation.

Board of directors:For their service on the Board and its committees in 2015, the Board of Directors decided to reduce the compensation from cHF 130,000 to gross cHF 120,000 for all members of the Board of Directors. It was decided that the compensation shall be paid out half in cash and half in the form of shares of the company.

the shares of the company allocated to the members of the Board of Directors as compensation are, for that purpose and if not available to the company already, purchased by the company on the market and their valuation (for purposes of the calculation of the number of shares allocated to each member of the Board of Directors) is based on the average share price (ODHn) at Zurich stock exchange during the last six months (closing prices of all trading days during the last six months).

In addition to the base compensation for all members of the Board of Directors, members (and chairs) of one of the committees shall receive for 2015 an additional compensation

of gross cHF 20,000. the lead Director shall receive an additional compensation of gross cHF 40,000.

executive Management:compensation of the members of executive management for their service in executive management consists of a base salary which is annually reviewed, and a bonus payment which is annually determined, as further described below.

the compensation of the members of executive management is based on an evaluation of the company performance, of the individual performance of each member, as well as of the performance of the business area for which each member is responsible.

the nomination & compensation committee discusses the proposals presented by the ceO, approves them if deemed fit, and subsequently informs the Board of Directors of its decisions.

members of executive management do not have a right to attend meetings of the nomination & compensation committee at which decisions are taken in respect to their compensation, or otherwise to participate in the decision process.

Performance related remuneration:In mid 2014, the Board of Directors revised the company’s bonus policy and approved an updated bonus policy (“policy”) for the executive management. the policy includes a cash-bonus and a deferred share-bonus. 100% of the cash-bonus and 40 % of the share-bonus are based on the executive member’s management’s personal performance. 60% of the share-bonus is based on the (financial) performance of the Group.

the cash-bonus can reach at maximum 25% of the executive member’s annual gross base salary. the share-bonus can reach at maximum 100% of the executive member’s annual gross base salary.

the share price that is relevant to determine the number of ODH shares to be granted to the member of the executive management is the average share price of the ODH share (ODHn) at Zurich stock exchange during the last six months of the performance year (closing prices of all trading days between July 1 and December 31).

As the financial performance targets of the company were not achieved in 2015 and due to the challenging economic and political environment in 2015, the nomination & compensation committee decided and presented to the Board of Directors that regarding the performance related remuneration in 2015 a total sum of only cHF 367’500 (cHF 187,500 in cash, cHF 180,000 in unrestricted shares) shall be paid to the executive management. the Board of Directors agreed with this decision which was accepted by the members of the executive management.

4.6CoMPenSaTion, SHareHoldingS, and loanS

votingrightsandrepresentationrestrictions

With the exception of restrictions on the transferability of shares (ref. to section 6.2. above), there are no limitations on voting rights. At a general meeting of shareholders, each share entitles its owner to one vote. By means of a written proxy, each shareholder may be represented by a third person who need not himself be a shareholder.

Statutoryquora

According to Art. 10 of the Articles of Incorporation, the holders of at least 25 percent of issued shares must be present or represented at an ordinary general meeting of shareholders for the meeting to be validly constituted. similarly, holders of at least 50 percent of issued shares must be present or represented at an extraordinary general meeting of shareholders for the meeting to be validly constituted.

Resolutions are generally passed, in the case of an ordinary general meeting of shareholders (except for matters subject to a higher majority requirement by law), with the absolute majority of the shares represented. In the case of an extraordinary general meeting of shareholders, resolutions are generally passed with a majority of two-thirds of the shares represented.

Resolutions relating to the following matters, however, require a majority of 75 percent of shares represented at the meeting: (a) capital increases pursuant to Art. 650 cO and reductions of the share capital pursuant to Art. 732 cO; (b) dissolving the company before its termination date or changing its duration (which, pursuant to the Articles of Incorporation, is 99 years from its formation); (c) changing the company’s purpose; and (d) any merger with another company.

Convocationofthegeneralmeetingofshareholders

An ordinary general meeting of shareholders is to be held annually following the close of the financial year. It is called by the Board of Directors or, if necessary, by the auditors. extraordinary general meetings may be called by the Board of Directors, the auditors, the liquidators, or by the general meeting of shareholders itself.

One or more shareholders representing at least 10 percent of the share capital may request in writing that the Board of Directors call an extraordinary general meeting of shareholders. the request must state the purpose of the meeting and the agenda to be submitted. General meetings of shareholders are held at the statutory seat of the company or at such other place as determined by the Board of Directors.

notice of a general meeting of shareholders is given by means of a single publication in the swiss commercial Gazette (schweizerisches Handelsamtsblatt) or by registered letter to the shareholders of record. there must be a time period of not less than 20 days between the day of the publication or the mailing of the notice and the scheduled date of the meeting. the notice of the general meeting of shareholders must indicate the agenda and the motions by the Board of Directors.

Agenda

shareholders who represent shares with a par value of at least cHF 1,000,000 may request that an item be placed on the agenda. the request must be communicated to the Board of Directors in writing, stating the item to be placed on the agenda and the shareholder’s corresponding motion, at least 45 days prior to the general meeting of shareholders.

Recorddateforentryintotheshareregister

In order to be entitled to participate at the 2015 ordinary general meeting of shareholders, a holder of registered shares need be inscribed in the share register as a shareholder with voting rights by 27 April 2016, 5 pm cet.

Dutytomakeanoffer

the Articles of Incorporation do not provide for any “opting out” or “opting up” arrangements within the meaning of Art. 22 and Art. 32 sestA.

Clausesofchangeofcontrol

no change of control clauses have been agreed upon.

4.7SHareHolderS’ ParTiCiPaTion

4.8CHangeS oF ConTrol and deFenSe MeaSUreS

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Duration of the mandate and term ofoffice of the lead auditor

since the foundation of the company on January 17, 2008, Deloitte AG, Zurich, has been the statutory auditor with responsibility for the audit of the company’s non-consolidated and consolidated financial statements. the company’s subsidiary OHD is audited by Deloitte saleh, Barsoum & Abdel Aziz, cairo. the auditor in charge for the company at Deloitte AG for the 2015 finance year is Roland muller. A rotation cycle of 7 years is foreseen for the position of the

auditor in charge. the Board of Directors will propose to the ordinary general meeting of shareholders on may 9, 2016 to re-elect Deloitte AG, Zurich as the statutory auditor for the 2016 financial year.

Auditingfees

Deloitte received the following fees for its services as the statutory auditor of the company and the majority of Orascom Development companies on the one hand, and for non-audit services on the other hand:

Informational instruments pertaining tothe external audit

the Board of Directors’ Audit committee has the task of ensuring the effective and regular supervision of the statutory auditors’ reporting with the aim of ensuring its integrity, transparency and quality.

In advance of each financial year, the proposed auditing schedule is presented to and discussed with the Audit committee. After each audit, important observations by the statutory auditor, together with appropriate recommendations, are presented to the Audit committee (after discussions with the cFO) during its relevant meeting. subsequently, members of the Audit

committee receive the statutory auditors’ management letter in final form. During the year, the statutory auditor is in regular contact with the chairman of the Audit committee to discuss matters arising in the performance of its task.

Based on these communications the Audit committee discusses its impression of the integrity and effectiveness of the statutory auditors’ work, and issues a recommendation to the Board of Directors concerning the proposal to the general meeting of shareholders whether to re-elect the statutory auditors for the following year. In its assessment, the Audit committee places.

4.9exTernal aUdiTorS

in CHF 2015 2014

Audit services 1,790,322 1,586,966

tax services - -

IpO/listing related services 398,000 -

Other services - -

Total Fees 2,188,322 1,586,966

Corporate Calendar

Annual general meeting of shareholders: may 9, 2016

First quarter 2016 results: may 19, 2016

second quarter 2016 results: Aug. 15, 2016

third quarter 2016 results: nov. 15, 2016

the ceO, the cFO, and the Investor Relations Department took care of the communication with investors during 2015. the company intends to update the financial community through personal contacts, discussions, and presentations held through various road shows and investor conferences.

Orascom Development is committed to an open information policy and provides shareholders, the capital market, employees and all stakeholders with open, transparent and timely information. the information policy accords with the requirements of the swiss stock exchange as well as the relevant statutory requirements.

As a company listed on sIX swiss exchange, Orascom Development also publishes information relevant to its stock price in accordance with Art. 53 of the listing Rules (ad hoc publicity). the financial reporting system is comprised of quarterly, interim (semiannual), and annual reports. consolidated financial statements are prepared in accordance with International Financial Reporting standards (IFRs) in compliance with swiss law and the rules of the sIX swiss exchange.

In addition, the company utilizes electronic news releases to report the latest changes and developments to ensure equal treatment for all capital market participants.

Furtherinformationandcontact

Investors and other interested stakeholders can find further information on Orascom Development online at www.orascomdh.com. stakeholders may subscribe to the company’s e-mail alert service to receive news releases at www.orascomdh.com/en/media-center/news-alert.html

Investors may also contact the Investor Relations Department as follows:

sara el Gawahergy Investor Relations Director t. : +2 022 461 8961 t. : +4 141 874 17 11 [email protected]

4.10inForMaTion PoliCy

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CorporateGovernance


5inveSTor inForMaTion

OrascomDevelopmentHoldingAGhasaduallistingwithitsprimarylistingonthemainboardoftheSIXSwissExchange.ThesecondarylistingisintheformofEgyptianDepositoryReceipts(EDRs)ontheEGXEgyptianExchange.

overview Per share data 1

Per edrs data 1edrs information 1Share information 1

31/12/2015 31/12/2014

share price at year-end (in cHF) 10.25 18.05

Highest share price during the year (in cHF) 20.00 22.10

lowest share price during the year (in cHF) 9.33 12.20

number of traded shares (in millions) 5.17 8.13

value of traded shares (in cHF million) 69.51 140.25

Average number of traded shares per day 20,579 32,646

Average traded value per day (in cHF) 276,952 563,246

31/12/2015 31/12/2014

market price at year-end (in eGp) 4.48 7.14

Highest market price during the year (in eGp) 8.06 8.88

lowest market price during the year (in eGp) 4.15 4.78

number of traded eDRs (in millions) 30.73 158.44

value of traded eDRs (in eGp million) 184.26 1,085.01

Average number of traded eDRs per day 127,525 649,363

Average traded value per day (in eGp) 764,568 4,446,746

shares listing Zurich, switzerland

number of shares 31,243,708

IsIn code cH0038285679

currency swiss Franc

ticker code (Bloomberg) ODHn:sW

ticker code (Reuters) ODHn.s

eDRs listing cairo, egypt

number of eDRs 2 183,324,360

IsIn code eGG676K1D011

currency egyptian pound

ticker code (Bloomberg) ODHR:eY

ticker code (Reuters) ODHR.cA

31/12/2015 31/12/2014

Switzerland

shares held with sIs and registered in the share register 25,769,127 13,660,513

Dispo shares 4,599,165 4,383,634

egypt

share equivalents in custody of mcDR’s depositary bank (eDRs) 9,166,218 9,623,584

shares in custody of mcDR (not traded) 875,416 875,416

Total Shares 40,409,926 28,543,147

Market capitalization (in CHF Million) 414.20 515.20

1 As at end of 2015.2 Implying a conversion ratio of 20:1, where 20 eDRs are equivalent to 1 registered share.

1 source: thomson Reuters

InvestorInformation


Shareholdingstructure

a) Shares

Shareholders by type

B) edrs

edrs holders by type

Categories number of shareholders

number of registered shares

legal persons 73 19,561,750

natural persons 3,751 5,256,877

Banks 20 599,901

Investment trusts 22 294,531

Foundations 5 31,132

pension funds 8 24,796

public corporations 1 140

Total 3,880 25,769,127

Categories number of edrs Holders number of edrs

natural persons 1,886 147,495,894

legal persons 20 29,368,571

Investment trusts 5 1,283,015

Banks 3 1,477,980

pension funds 1 181,000

Foundations 0 0

public corporations 0 0

Total 1,915 183,324,360

distribution of shareholdings 1

number of shareholders


1 10 334 2,250

11 100 1,110 61,341

101 1,000 1,892 797,371

1,001 10,000 495 1,286,782

10,001 100,000 38 1,019,729

100,001 1,000,000 7 1,972,895

1,000,001 999,999,999 4 20,628,759

Total 3,880 25,769,127

distribution of edrs Holders

number of edrs Holders number of edrs

1 10 80 274

11 100 118 6,791

101 1,000 612 332,954

1,001 10,000 816 3,106,063

10,001 100,000 238 6,678,138

100,001 1,000,000 43 13,113,926

1,000,001 999,999,999 8 156,568,314

Total 1,915 183,324,360

Shareholders by country

Country number of shareholders


egypt 9 15,246,060

cayman Islands 1 5,676,169

switzerland 3,823 3,016,676

Greece 1 500,444

United Kingdom 7 428,587

United states of America 7 414,447

Belgium 2 404,404

malta 2 21,270

Germany 6 16,611

Brazil 1 14,413

luxembourg 1 10,331

Austria 4 9,470

Italy 2 5,880

Ireland 2 1,252

thailand 1 810

United Arab of emirates 2 691

Bahamas 1 500

morocco 1 375

liechtenstein 2 300

spain 1 200

France 2 135

saudi Arabia 1 100

Denmark 1 2

Total 3,880 25,769,127

edrs holders by country

Country number of edrs Holders number of edrs

egypt 1,854 148,726,420

United Kingdom 9 22,083,347

saudi Arabia 22 6,851,102

luxembourg 1 1,080,000

Ireland 1 632,920

Germany 2 265,000

lebanon 2 67,236

Yemen 1 27,941

palestine 5 19,940

Jordan 3 13,360

Qatar 1 10,000

malaysia 1 9,100

Oman 1 8,240

libya 2 4,040

Italy 1 3,850

United states of America 5 3,731

United Arab of emirates 2 219

tunis 1 10

switzerland 1 4

Total 1,915 183,324,360

1 Distribution of registered shares/eDRs as at 31 December 2015

InvestorInformation


Significant shareholders 1

name of major shareholders

2015 2014

number of shares issued

Percentage of ownership (%)

number of shares issued

Percentage of ownership (%)

samih sawiris 2 29,355,452 72.64 17,921,069 62.79

Janus capital management llc 1,494,207 3.70 1,600,547 5.61

Others 9,560,267 23.66 9,021,531 31.61

Total 40,409,926 100.00 28,543,147 100.00

Corporate Calendar

investor Contacts

sara el GawahergyInvestor Relations Directort: +20 224 61 89 [email protected]

For publications and further information visithttp://www.orascomdh.com/en/investor-relations

date event

9 may 2016 8th Annual General meeting

19 may 2016 First Quarter 2016 Results

15 Aug 2016 First Half 2016 Results

15 nov 2016 nine months 2016 Results

1 Overview of significant shareholders as at 31 December 2015.2 the shares of samih O. sawiris are held directly and through his entities thursday Holding and sOs Holding.

InvestorInformation


FinanCialSTaTeMenTS

7

MovingForward

F-‐1

Contents

Orascom Development Holding AG (consolidated financial statements) Consolidated statement of comprehensive income F-‐3 Consolidated statement of financial position F-‐4 Consolidated statement of changes in equity F-‐6 Consolidated statement of cash flows F-‐7 Notes to the consolidated financial statements F-‐10

Orascom Development Holding AG Income statement F-‐82 Statutory balance sheet F-‐83 Statement of changes in equity F-‐84 Cash flow statement F-‐85 Notes to the financial statements F-‐86

F-‐2

Orascom Development Holding

Consolidated financial statements together with auditor's report for the year ended 31 December 2015

Annual Report 20151 2F - F -

Financial Statements

F-‐2

Orascom Development Holding AG Consolidated statement of financial position at 31 December 2015

CHF Notes 31 December 2015 31 December 2014

ASSETS

NON-‐CURRENT ASSETS

Property, plant and equipment 15 940,356,468 886,759,617

Investment property 16 10,981,552 11,922,802

Goodwill 17 6,476,682 7,109,426

Investments in associates 19 100,678,830 111,534,902

Non-‐current receivables 20 124,906,207 58,290,926

Deferred tax assets 13.4 12,693,483 16,024,544

Finance lease receivables 24 38,632,861 26,194,794

Other financial assets 21 5,649,259 9,263,177

TOTAL NON-‐CURRENT ASSETS 1,240,375,342 1,127,100,188

CURRENT ASSETS

Inventories 22 191,289,618 305,636,604

Trade and other receivables 23 61,414,053 88,642,373

Finance lease receivables 24 9,844,267 7,803,230

Current receivables due from related parties 40 35,006,557 37,392,763

Other financial assets 21 3,544,372 3,662,746

Other current assets 25 99,502,308 110,133,046

Cash and bank balances 26 167,636,917 100,658,860

TOTAL CURRENT ASSETS 568,238,092 653,929,622

TOTAL ASSETS 1,808,613,434 1,781,029,810

F-‐1

Orascom Development Holding AG Consolidated statement of comprehensive income for the year ended 31 December 2015

CHF Notes 2015 2014

CONTINUING OPERATIONS Revenue 6/7 306,064,168 250,534,965

Cost of sales 7.2 (234,953,377) (213,037,078)

GROSS PROFIT 71,110,791 37,497,887

Investment income 9 9,984,457 3,785,942

Other gains and losses 10 (7,002,177) 93,044,081

Administrative expenses (39,403,630) (45,214,956)

Finance costs 11 (33,596,120) (32,904,042)

Share of losses of associates 19 (19,436,964) (9,263,608)

(LOSS)/PROFIT BEFORE TAX (18,343,643) 46,945,304

Income tax expense 13 (4,175,658) (10,777,252)

(LOSS)/PROFIT FOR THE YEAR (22,519,301) 36,168,052 OTHER COMPREHENSIVE INCOME, NET OF INCOME TAX

Items that will not be reclassified subsequently to profit or loss

Net (loss) on revaluation of financial assets at FVTOCI (2,942,440) (859,630)

Remeasurement of defined benefit obligation 37 (304,423) 834,114

(3,246,863) (25,516)

Items that may be reclassified subsequently to profit or loss

Exchange differences arising on translation of foreign operations

(34,206,243) 50,541,325

Net gain on hedging instruments entered into for cash flow hedges

-‐ 76,938

(34,206,243) 50,618,263

TOTAL OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(37,453,106) 50,592,747

TOTAL COMPREHENSIVE INCOME FOR THE YEAR (59,972,407) 86,760,799

(Loss)/profit attributable to:

Owners of the Parent Company (19,052,959) 41,871,676

Non-‐controlling interests (3,466,342) (5,703,624)

(22,519,301) 36,168,052

Total comprehensive income attributable to:

Owners of the Parent Company (50,043,036) 77,382,677

Non-‐controlling interests (9,929,371) 9,378,122

(59,972,407) 86,760,799

Earnings per share from continuing operations

Basis 14 (0.66) 1.47 Diluted 14 (0.66) 1.47

Samih Sawiris Eskandar Tooma Chairman of the Board Group CFO



F-‐6

Orascom

Develop

ment H

olding

AG

Consolidated statement o

f chang

es in equity for the year end

ed 31 Decem

ber 2015

CHF

Issued

Capital

Share

prem

ium

Treasury

shares

Hedging

reserve

Investments

revaluation

reserve

General

reserve

Foreign

currency

translation

reserve

Reserve from

common

control

transactions

Equity swap

settlement

Retained

earnings

Attribu

table

to owners of

the Parent

Company

Non

-‐controlling

interests

Total

Balance at 1 January 2014 (note 28)

662,201,010

243,799,019

(8,499

,885)

(76,938)

(10,788,090)

4,916,86

8 (283,710,189

) (121,749,573)

(2,114,229)

58,815,939

542,793,932

218,974,712

761,768,644

Prof

it fo

r the

yea

r -‐

-‐ -‐

-‐ -‐

-‐ -‐

-‐ -‐

41,8

71,6

76

41,8

71,6

76

(5,7

03,6

24)

36,1

68,0

52

Oth

er c

ompr

ehen

sive

inco

me

for t

he y

ear,

net

of i

ncom

e ta

x -‐

-‐ -‐

76,9

38

(859

,630

) -‐

35,4

59,5

79

-‐ -‐

834,

114

35,5

11,0

01

15,0

81,7

46

50,5

92,7

47

Total com

prehensive income for the year

-‐ -‐

-‐ 76,938

(859,630)

-‐ 35,459,579

-‐ -‐

42,705,790

77,382,677

9,378,122

86,760,799

Acq

uisi

tion

of o

rdin

ary

shar

es

(324

,800

)

-‐

(324

,800

) -‐

(324

,800

)

Dis

trib

utio

n of

ord

inar

y sh

ares

-‐

-‐ 3,

353,

400

-‐ -‐

-‐ -‐

-‐ -‐

(2,4

61,5

75)

891,

825

-‐ 89

1,82

5

Non

-‐con

trol

ling

inte

rest

s’ s

hare

in e

quity

of c

onso

lidat

ed s

ubsi

diar

ies

11

,023

,360

11

,023

,360

Non

-‐con

trol

ling

inte

rest

s’ s

hare

in e

quity

of d

econ

solid

ated

su

bsid

iarie

s -‐

-‐ -‐

-‐ -‐

-‐ -‐

-‐ -‐

-‐ -‐

(38,

919,

843)

(3

8,91

9,84

3)

Balance at 31 Decem

ber 2014 (note 28)

662,201,010

243,799,019

(5,471,285)

-‐ (11,647,720)

4,916,86

8 (248,250,610)

(121,749,573)

(2,114,229)

99,060,154

620,743,634

200,456,351

821,199,98

5

Balance at 1 January 2015 (note 28)

662,201,010

243,799,019

(5,471,285)

-‐ (11,647,720)

4,916,86

8 (248,250,610)

(121,749,573)

(2,114,229)

99,060,154

620,743,634

200,456,351

821,199,98

5

Prof

it fo

r the

yea

r -‐

-‐ -‐

-‐ -‐

-‐ -‐

-‐ -‐

(19,

052,

959)

(1

9,05

2,95

9)

(3,4

66,3

42)

(22,

519,

301)

Oth

er c

ompr

ehen

sive

inco

me

for t

he y

ear,

net

of i

ncom

e ta

x -‐

-‐ -‐

-‐ (2

,942

,440

) -‐

(27,

743,

214)

-‐

-‐ (3

04,4

23)

(30,

990,

077)

(6

,463

,029

) (3

7,45

3,10

6)

Total com

prehensive income for the year

-‐ -‐

-‐ -‐

(2,942,440)

-‐ (27,743,214)

-‐ -‐

(19,357,382)

(50,043,036)

(9,929,371)

(59,972,407)

Dis

trib

utio

n of

ord

inar

y sh

ares

-‐

-‐ 2,

202,

604

-‐ -‐

-‐ -‐

-‐ -‐

(1,5

37,9

42)

664,

662

-‐ 66

4,66

2

Capi

tal i

ncre

ase

(not

e 27

.2)

275,

309,

273

(141

,452

,006

) -‐

-‐ -‐

-‐ -‐

-‐ -‐

-‐ 13

3,85

7,26

7 -‐

133,

857,

267

Capi

tal i

ncre

ase

tran

sact

ion

cost

-‐

(3,7

76,7

69)

-‐ -‐

-‐ -‐

-‐ -‐

-‐ -‐

(3,7

76,7

69)

-‐ (3

,776

,769

)

Sale

of 1

5% in

tere

st in

OH

D

-‐ -‐

-‐ -‐

-‐ -‐

-‐ 22

,858

,157

-‐

-‐ 22

,858

,157

36

,147

,080

59

,005

,237

Acq

uisi

tion

of n

on-‐c

ontr

ollin

g in

tere

sts’

sha

re in

sub

sidi

arie

s

198,

467

-‐

198,

467

(861

,844

) (6

63,3

77)

Non

-‐con

trol

ling

inte

rest

s’ s

hare

in s

ubsi

diar

ies’

cap

ital i

ncre

ase

-‐ -‐

-‐ -‐

-‐ -‐

-‐ -‐

-‐ -‐

-‐ 6,

315,

398

6,31

5,39

8

Balance at 31 Decem

ber 2015 (note 28)

937,510,283

98,570,244

(3,268

,681)

-‐ (14,590,160)

4,916,86

8 (275,993,824)

(98,69

2,949)

(2,114,229)

78,164,830

724,502,382

232,127,614

956,629,99

6

F-‐3

Orascom Development Holding AG Consolidated statement of financial position at 31 December 2015


EQUITY AND LIABILITIES

CAPITAL AND RESERVES

Issued capital 27 937,510,283 662,201,010

Reserves 28 (291,172,731) (140,517,530)

Retained earnings 29 78,164,830 99,060,154

Equity attributable to owners of the Parent Company

724,502,382 620,743,634

Non-‐controlling interests 30 232,127,614 200,456,351

TOTAL EQUITY 956,629,996 821,199,985

NON-‐CURRENT LIABILITIES

Borrowings 31 224,752,279 257,785,490

Trade and other payables 32 17,128,923 23,074,081

Retirement benefit obligation 37 623,793 244,583

Notes payable 282,289 -‐

Deferred tax liabilities 13.4 43,047,276 47,664,639

TOTAL NON-‐CURRENT LIABILITIES 285,834,560 328,768,793

CURRENT LIABILITIES

Trade and other payables 32 29,913,933 36,923,245

Borrowings 31 282,275,360 273,893,137

Due to related parties 40 2,192,765 2,950,068

Current tax liabilities 13.3 4,605,237 6,125,326

Provisions 33 82,521,775 83,456,576

Other current liabilities 34 164,639,808 227,712,680

TOTAL CURRENT LIABILITIES 566,148,878 631,061,032

TOTAL LIABILITIES 851,983,438 959,829,825

TOTAL EQUITY AND LIABILITIES 1,808,613,434 1,781,029,810




F-‐5

Orascom Development Holding AG Consolidated cash flow statement for the year ended 31 December 2015

CHF Notes 2015 2014

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment 15 (46,398,486) (27,247,588) Proceeds from disposal of property, plant and equipment 259,929 -‐ Proceeds on sale of financial assets (FVTOCI) 21 419,848 4,007,781 Payments to acquire financial assets (at amortised cost) 21 (160,381) (3,977,367) Proceeds on disposal of subsidiary 35 -‐ 10,713,614 Payments to acquire investment in associates 19 (9,908,175) Interest income 9,984,457 3,785,943 Net cash inflow on deconsolidated subsidiaries 35/36 9,801,160 (3,607,682)

Net cash (used in) investing activities (36,001,648) (16,325,299)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from capital increase 27 49,615,380 -‐ Payments for transaction costs due to capital increase (1,862,696) Payments to acquire treasury shares 28.2 -‐ (324,800) Changes in non-‐controlling interests’ share in consolidated subsidiaries and increase in capital of subsidiaries

30 64,657,258 11,023,360

Repayment of borrowings 31 (31,998,070) (7,862,332) Proceeds from borrowings 31 52,755,858 54,887,833

Net cash generated by financing activities 133,167,730 57,724,061

Net increase in cash and cash equivalents 73,456,909 15,162,025

Cash and cash equivalents at the beginning of the year 100,658,860 81,251,216

Effects of exchange rate changes on the balance of cash held in foreign currencies

(6,478,852) 4,245,619

Cash and cash equivalents at the end of the year 26 167,636,917 100,658,860

F-‐4

Orascom Development Holding AG Consolidated cash flow statement for the year ended 31 December 2015

CHF Notes 2015 2014

CASH FLOWS FROM OPERATING ACTIVITIES

(Loss)/profit for the year (22,519,301) 36,168,052 Adjustments for: Income tax expense recognized in profit or loss 13.1 4,175,658 10,777,252

Share of losses of associates 19 19,436,964 9,263,608

Finance costs recognized in profit or loss 11 33,596,120 32,904,042

Investment income recognized in profit or loss 9 (9,984,457) (3,785,942)

Write down on inventory 22 -‐ 1,077,572

Impairment loss on receivables and other current assets 38.11 2,172,965 1,838,562 Reversal of impairment loss on trade receivables 23 (113,506) (691,934) Impairment loss on property, plant and equipment 10/15 9,128,902 -‐ Reversal of impairment loss on PPE 10/15 -‐ (4,136,569) Gain on sale or disposal of property, plant and equipment 10 (289,015) (316,533) Gain on revaluation of investment properties 16 (118,103) (1,011,232) Net gain on insurance reimbursement regarding Taba Heights

10 -‐ (9,240,974)

Gain from waiver of current account due to Garranah 10 -‐ (2,865,269) (Gain) on disposal of subsidiaries 10/35 (1,736,869) (4,712,087) Gain due to call/put option agreement 10 -‐ (3,459,346) (Gain)/loss on deemed disposal of subsidiary 36 -‐ (9,441,641) Gain from amounts under settlement with Falcon 10/40 -‐ (52,634,666) Depreciation and amortization of non-‐current assets 15 28,735,476 25,088,774 Unrealized net foreign exchange losses 10 5,757,319 (6,031,502)

MOVEMENTS IN WORKING CAPITAL

(Increase) in trade and other receivables (52,522,695) (19,989,620) Decrease/(increase) in finance lease receivables 2,609,243 (14,363,154) (Increase) in inventories (18,831,501) (16,729,603) Decrease in other assets 14,806,485 6,243,705 (Decrease) in trade and other payables (5,969,203) (663,110) Increase/(decrease) in provisions 1,907,629 (5,494,402) (Decrease)/increase in other liabilities 1,330,965 23,878,406

Cash generated by/(used in) operations 11,573,076 (8,327,611)

Interest paid (30,108,232) (14,036,714)

Income tax paid (5,174,017) (3,872,412)

Net cash (used in) operating activities (23,709,173) (26,236,737)



F-‐10

Notes to the consolidated financial statements for the year ended 31 December 2015 1 GENERAL INFORMATION Orascom Development Holding AG (“ODH” or “the Parent Company”), a limited company incorporated in Altdorf, Switzerland, is a public company whose shares are traded on the SIX Swiss Exchange. In addition, Egyptian Depository Receipts (“EDRs”) of the Parent Company are traded at the EGX Egyptian Exchange. One EDR represents 1/20 of an ODH share.

The Company and its subsidiaries (the “Group”) is a leading developer of fully integrated towns that include hotels, private villas and apartments, leisure facilities such as golf courses, marinas and supporting infrastructure. The Group’s diversified portfolio of projects is spread over eight jurisdictions, with primary focus on touristic towns and recently affordable housing. The Group currently operates in Egypt, Jordan, UAE, Oman, Morocco, United Kingdom Montenegro and Switzerland and is continuously seeking development opportunities in untapped yet attractive locations all over the world. The Group has three existing projects: El Gouna, the flagship project, a fully-‐fledged town on the Red Sea coast (Egypt); Taba Heights, on the Sinai Peninsula (Egypt), the Group’s second tourism destination following El Gouna’s business model; and the Cove (Ras Al Khaimah, UAE), the Group’s first development experience outside Egypt.

In January 2015, the Group has sold a 15% stake in its Egyptian subsidiary Orascom Hotels and Development S.A.E. (“OHD”). This transaction marks the return of OHD’s active trading on the EGX since 2008. For further details refer to note 30.

In June 2015, the Group has lost control over its investment in Golden Beach for Hotels Company, Jordan, to an associated company of the Group. For further details refer to note 35.

In June 2014, the Group has lost control over OHC and its subsidiaries whose flagship project is Haram City, an integrated town dedicated to affordable housing in Egypt, catering for the mass population. As the Group still holds a 35.25% interest in these companies, they are consequently shown as investment in associates (refer to notes 19 and 36 for further details).

The addresses of its registered office and principal place of business are disclosed in the introduction to the annual report.

2 Application of new and revised International Financial Reporting Standards (“IFRSs”)

2.1 Amendments to IFRSs and the new Interpretation that are mandatorily effective for the current year

In the current year, the Group has applied a number of amendments to IFRSs and a new Interpretation issued by the International Accounting Standards Board (IASB) that are mandatorily effective for the current year. None of the revised Standards and the new Interpretation has had a material effect on these financial statements. The details of the revised Standards and the new Interpretation are as follows:

Amendments to IAS 19 Employee Benefits – Employee contributions for defined benefit plans

The Group has applied the amendment to IAS 19 Employee Benefits regarding employee contributions for defined benefit plans for the first time in the current year. IAS 19 Employee Benefits is amended to clarify the requirements that relate to how contributions, to a defined benefit plan, received from employees or third parties that are linked to service should be attributed to periods of service. In addition, it permits a practical expedient if the amount of the contributions is independent of the number of years of service, in that contributions can, but are not required, to be recognised as a reduction in the service cost in the period in which the related service is rendered.

The application of these amendments has had no impact on the disclosures or on the amounts recognised in the Group’s consolidated financial statements.

F-‐9

Index to the notes to the consolidated financial statements Page 1 General information 10 2 Application of new and revised International Financial Reporting Standards 10 3 Significant accounting policies 13

4 Critical accounting judgments and key sources of estimation uncertainty 27 5 The group and major changes in group entities 30 6 Revenue 30 7 Segment information 30 8 Employee benefits expense 35

9 Investment income 35 10 Other gains and losses 35 11 Finance costs 36 12 Compensation of key management personnel 36 13 Income taxes relating to continuing operations 37

14 Earnings per share 40 15 Property, plant and equipment 41 16 Investment property 43 17 Goodwill 43

18 Subsidiaries 45 19 Investments in associates 48 20 Non-‐current receivables 50 21 Other financial assets 51 22 Inventories 51

23 Trade and other receivables 52 24 Finance lease receivables 53 25 Other current assets 53 26 Cash and cash equivalents 54 27 Capital 55

28 Reserves (net of income tax) 56 29 Retained earnings and dividends on equity instruments 58 30 Non-‐controlling interests 59 31 Borrowings 59 32 Trade and other payables 60

33 Provisions 61 34 Other current liabilities 62 35 Disposal of a subsidiary 62 36 Deemed loss of control of subsidiary 63 37 Retirement benefit plans 65

38 Financial instruments 67 39 Share-‐based payments 73 40 Related party transactions 73 41 Non-‐cash transactions 75

42 Operating lease arrangements 76 43 Commitments for expenditure 76 44 Litigation 78 45 Other significant events that occurred during the reporting period 78 46 Subsequent events 79

47 Approval of financial statements 79



F-‐12

An exception from the general requirement of full gain or loss recognition has been introduced into IFRS 10 for the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method. A new guidance has been introduced requiring that gains or losses resulting from those transactions to be recognised in the parent's profit or loss only to the extent of the unrelated investors' interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement at fair value of investments retained in any former subsidiary that has become an associate or a joint venture that is accounted for using the equity method are recognised in the former parent's profit or loss only to the extent of the unrelated investors' interests in the new associate or joint venture.

IFRS 11 Amends IFRS 11 Joint Arrangements to require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) to:

-‐ apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11

-‐ disclose the information required by IFRS 3 and other IFRSs for business combinations.

The amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not remeasured).

Prospectively to annual periods beginning on or after 1 January 2016

IFRS 15 The new Standard IFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related Interpretations when it becomes effective.

The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-‐step approach to revenue.

Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.

Unlike the scope of IAS 18, the recognition and measurement of interest income and dividend income from debt and equity investments are no longer within the scope of IFRS 15. Instead, they are within the scope of IFRS 9 Financial Instruments.

Annual periods beginning on or after 1 January 2018

IFRS 16 The new Standard provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessors. It supersedes IAS 17 Leases and its associated interpretative guidance.

IFRS 16 applies a control model to the identification of leases, distinguishing between leases and service contracts on the basis of whether there is an identified asset controlled by the customer.

Significant changes to lessee accounting are introduced, with the distinction between operating and finance leases removed and assets and liabilities recognised in respect of all leases (subject to limited exceptions for short-‐term leases and leases of low value assets). In contrast, the Standard does not included significant changes to the requirements for accounting by lessors.


F-‐11

Amendments resulting from annual improvements 2010 – 2012 Cycle

Makes amendments to the following applicable standards:

• IFRS 3 — Requires contingent consideration that is classified as an asset or a liability to be measured at fair value at each reporting date, irrespectively of whether the contingent consideration is a financial instrument within the scope of IFRS 9 or a non-‐financial asset or liability

• IFRS 8 – Requires disclosure of the judgements made by management in applying the aggregation criteria to operating segments, clarifies that reconciliations of segment assets is only required if segment assets are reported regularly

• IFRS 13 — Clarifies that issuing IFRS 13 and amending IFRS 9 and IAS 39 did not remove the ability to measure certain short-‐term receivables and payables on an undiscounted basis (amends basis for conclusions only)

• IAS 16 and IAS 38 — Clarify that the gross amount of property, plant and equipment is adjusted in a manner consistent with a revaluation of the carrying amount

• IAS 24 — Clarifies how payments to entities providing management services are to be disclosed


Amendments resulting from annual improvements 2011 – 2013 Cycle

Makes amendments to the following applicable standards:

• IFRS 3 — Clarifies that IFRS 3 excludes from its scope the accounting for the formation of a joint arrangement in the financial statements of the joint arrangement itself

• IFRS 13 — Clarifies the scope of the portfolio exception in paragraph 52

• IAS 40 — Clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-‐occupied property


2.2 Standards and Interpretations in issue but not yet effective

At the date of authorisation of these financial statements, the Group has not adopted the following Standards and Interpretations that have been issued but are not yet effective. They will be effective on or after the dates described below.

New, amended and revised Standards and Interpretations effective from

IFRS 9 The Group has early applied IFRS 9 (issued in November 2009 and October 2010) as at 1 January 2011 which included new requirements for the classification and measurement of financial assets and financial liabilities as well as for derecognition. However, the Group has not yet applied the requirements for general hedge accounting (issued in November 2013) and another revised version of IFRS issued in July 2014 which mainly includes a) impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a “fair value through other comprehensive income” (FCTOCI) measurement category for certain simple debt instruments. Financial liabilities are classified in a similar manner as under IAS 39, however there are differences in the requirements applying to the measurement of an entity's own credit risk, only for financial liabilities that are designated on initial recognition as at FVTOCI


IFRS 10/ IAS 28

Amends IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures (2011) to clarify the treatment of the sale or contribution of assets from an investor to its associate or joint venture, as follows:

-‐ require full recognition in the investor's financial statements of gains and losses arising on the sale or contribution of assets that constitute a business (as defined in IFRS 3 Business Combinations)

-‐ require the partial recognition of gains and losses where the assets do not constitute a business, i.e. a gain or loss is recognised only to the extent of the unrelated investors’ interests in that associate or joint venture.

These requirements apply regardless of the legal form of the transaction, e.g. whether the sale or contribution of assets occurs by an investor transferring shares in a subsidiary that holds the assets (resulting in loss of control of the subsidiary), or by the direct sale of the assets themselves.

not determined yet



F-‐14

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

– The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

– Potential voting rights held by the Company, other vote holders or other parties;

– Rights arising from other contractual arrangements; and

– Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-‐controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-‐controlling interests even if this results in the non-‐controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of a group entity to bring its accounting policies into line with the Group’s accounting policies.

All intra-‐group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Changes in the Group's ownership interests in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-‐controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-‐controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Parent Company.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received or receivable and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-‐controlling interests. When assets of the subsidiary are carried at re-‐valued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the Parent Company had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.

3.4 Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-‐date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-‐related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

– deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;

– liabilities or equity instruments related to share-‐based payment arrangements of the acquiree or share-‐based payment arrangements of the Group entered into to replace share-‐based payment arrangements of the acquiree are measured in accordance with IFRS 2 Share-‐based Payment at the acquisition date; and

– assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-‐current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-‐controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-‐date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-‐date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-‐controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

F-‐13

IAS 1 Amends IAS 1 Presentation of Financial Statements to address perceived impediments to preparers exercising their judgement in presenting their financial reports by making the following changes:

-‐ clarification that information should not be obscured by aggregating or by providing immaterial information, materiality considerations apply to the all parts of the financial statements, and even when a standard requires a specific disclosure, materiality considerations do apply;

-‐ clarification that the list of line items to be presented in these statements can be disaggregated and aggregated as relevant and additional guidance on subtotals in these statements and clarification that an entity's share of OCI of equity-‐accounted associates and joint ventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss;

-‐ additional examples of possible ways of ordering the notes to clarify that understandability and comparability should be considered when determining the order of the notes and to demonstrate that the notes need not be presented in the order so far listed in paragraph 114 of IAS 1.


IAS 16/ IAS 38

The amendments to IAS 16 prohibit entities from using a revenue-‐based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortisation of an intangible asset. This presumption can only be rebutted in limited circumstances.

Prospectively to annual periods beginning on or after 1 January 2016

Various Annual Improvements 2012-‐2014 Cycle

Makes amendments to the following standards:

IFRS 5 — Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-‐for-‐distribution accounting is discontinued

IFRS 7 — Additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsetting disclosures in condensed interim financial statements

IAS 19 — Clarify that the high quality corporate bonds used in estimating the discount rate for post-‐employment benefits should be denominated in the same currency as the benefits to be paid

IAS 34 — Clarify the meaning of 'elsewhere in the interim report' and require a cross-‐reference

Annual periods beginning on or after 1 July 2016

The Group is currently assessing whether these changes will impact the consolidated financial statements in the period of initial application.

3 SIGNIFICANT ACCOUNTING POLICIES

3.1 Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

3.2 Basis of preparation The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value or amortized cost, as appropriate and investment properties that are measured at fair value as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The principal accounting policies are set out below.

3.3 Basis of consolidation The consolidated financial statements of the Group incorporate the financial statements of the Parent Company and entities (including special purpose entities) controlled by the Parent Company (its subsidiaries). Control is achieved when the Company has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.



F-‐16

Upon disposal of an associate that results in the Group losing significant influence over that associate, any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset in accordance with IFRS 9.The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when it loses significant influence over that associate.

When a Group entity transacts with associates of the Group, profits and losses resulting from the transactions with the associate are recognised in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

3.6 Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 3.4) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill acquired in a business combination is allocated, starting from the acquisition date, to each of the Group’s cash-‐generating units (or groups of cash-‐generating units) that is expected to benefit from the synergies of the combination. When assessing each unit or group of units to which the goodwill is so allocated, the Group’s objective is to test goodwill for impairment at a level that reflects the way the Group manages its operations and with which the goodwill would naturally be associated under the reporting system in place.

A cash-‐generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-‐generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-‐rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated statement of comprehensive income. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-‐generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of an associate is described in note 3.5.

3.7 Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Different policies for revenue recognition apply across the Group's business segments. The following table shows the link between the accounting policies for revenue recognition and segment information.

Accounting policies Segments classified by type of activity

3.7.1 Revenue on sale of land Sale of land

3.7.2 Revenue from agreements for construction of real estate Real estate and construction

3.7.3 Construction revenue Real estate and construction

3.7.4 Revenue from the rendering of services

Hotels

Destination management

Other operations

3.7.5 Dividend and interest income Other operations

3.7.6 Rental income Other operations

3.7.1 Revenue on sale of land Revenue from sale of land, sale of land right and associated cost are recognised when land is delivered and the significant risks, rewards of ownership and control have been transferred to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Management uses its judgment and considers the opinion obtained from the legal advisors in assessing whether the Group’s contractual and legal rights and obligations in the agreements are satisfied and the above criteria are met.

F-‐15

Non-‐controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-‐controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-‐by-‐transaction basis. Other types of non-‐controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-‐date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-‐measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-‐measured at subsequent reporting dates in accordance with IFRS 9 (or where applicable IAS 39 or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is re-‐measured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

Business combinations that took place prior to 1 January 2010 were accounted for in accordance with the previous version of IFRS 3.The policy described above is applied to all business combinations that took place on or after January 2010.

For common control transactions in which all of the combining entities or businesses ultimately are controlled by the same party or parties both before and after the combination, and that control is not transitory, the Group recognises the difference between purchase consideration and carrying amount of net assets of acquired entities or businesses as an adjustment to equity. This accounting treatment is also applied to later acquisitions of some or all shares of the non-‐controlling interests in a subsidiary.

3.5 Investments in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results, assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-‐current Assets Held for Sale and Discontinued Operations.

Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-‐term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss.

The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.



F-‐18

3.8 Leasing Leases are classified as finance leases whenever the terms of the lease substantially transfer all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

3.8.1 The Group as lessor Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group's net investment outstanding in respect of the leases.

Rental income from operating leases is recognized on a straight-‐line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-‐line basis over the lease term.

3.8.2 The Group as lessee Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs (see 3.10 below). Contingent rentals are recognised as expenses in the periods in which they are incurred.

If a sale and leaseback transaction results in a finance lease, the asset is recognized at its previous carrying amount and any gain/loss recognized over the lease term. In case of a loss, management assesses whether the asset is impaired.

Operating lease payments are recognised as an expense on a straight-‐line basis over the lease term, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-‐line basis, except when another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

3.9 Foreign currencies The individual financial statements of each subsidiary are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the preparation of the Group’s consolidated financial statements, the results and financial position of each subsidiary are translated into Swiss Franc (CHF), which is the Group’s presentation currency.

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-‐monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-‐monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:

– Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

– Exchange differences on monetary items that qualify as hedging instruments in transactions entered into to hedge certain foreign currency risks (see 3.22.1 below for hedging accounting policies); and

– Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Swiss Francs (CHF) using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in the Group’s foreign currency reserve, a separate component in equity (attributed to non-‐controlling interests as appropriate).

On the disposal of a foreign operation (i.e. disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in other comprehensive income in respect of that operation attributable to the owners of the Parent are reclassified to profit or loss.

F-‐17

3.7.2 Revenue from agreements for construction of real estate Management uses its judgment to analyze the Group's agreements for the construction of real estate and any related agreements to conclude whether or not the contractual terms of such agreements indicate that they are, in substance, for the provision of construction services or for the delivery of goods that are not complete at the time of entering into the agreement. Such conclusion depends on the terms of the agreement and all the surrounding facts and circumstances and on whether such an agreement meets the definition of a construction contract, as described in 3.7.3 below.

In accordance with IFRIC 15, an agreement for the construction of real estate will meet the definition of a construction contract when the buyer is able to specify the major structural elements of the design of the real estate before construction begins and / or specify major structural changes once construction is in progress, whether it exercises that ability or not. Where such conditions are met, revenue and costs associated with such contracts are accounted for in accordance with IAS 11 Construction Contracts (see 3.7.3).

Where an agreement for the construction of real estate does not meet the definition of a construction contract and is not for the rendering of services, then it is accounted for as a sale of goods under the scope of IAS 18 Revenue. Management concluded that all contracts entered into for the construction of real estate meet the revenue recognition criteria for the sale of goods.

Accordingly, revenue from the sale of real estate is recognised when all the following conditions are satisfied: the Group has transferred to the buyer the significant risks and rewards of ownership of the real estate, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the real estate sold, the amount of revenue and the costs incurred or to be incurred in respect of the transaction can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the entity.

3.7.3 Construction revenue A construction contract is a contract specifically negotiated for the construction of an asset or a combination of assets that are closely interrelated or interdependent in term of their design, technology and function or their ultimate purpose or use.

Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the end of the reporting period measured based on the completion of a physical proportion of the contract work. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer, their amount can be measured reliably and its receipt is considered probable.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that is probable to be recovered. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

When contract costs incurred to date plus recognized profits less recognized losses exceed progress billings, the surplus is shown as amounts due from customers for contract work. For contracts where progress billings exceed contract costs incurred to date plus recognized profits less recognized losses, the surplus is shown as amounts due to customers for contract work. Amounts received before the related work is performed are included in the consolidated statement of financial position, as a liability, as advances received. Amounts billed for work performed but not yet paid by the customer are included in the consolidated statement of financial position under trade and other receivables.

Construction contract revenue comprises revenue arising from finishing of sold units, extra works requested by customers and any construction agreement with third parties.

3.7.4 Revenue from the rendering of services Revenue from services is recognised in the accounting periods in which the services are rendered.

3.7.5 Dividend and interest income Dividend income from investments other than in associates is recognised when the shareholder’s right to receive payment has been established, provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on original recognition.

3.7.6 Rental income The Group’s policy for recognition of revenue from operating leases is described in 3.8.1.

3.7.7 Cost of sales Cost of sales comprises costs related directly to the sale of goods or rendering of services. These costs include also administration expenses of revenue generating entities in the Group. Under administration expenses are costs allocated for corporate and head quarter functions as well as non revenue generating entities, such as corporate companies, holding companies and start up companies. Companies providing these services are marked as HQ in the subsidiaries' list in note 18.



F-‐20

Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-‐current assets are recognised as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

The benefit of a government loan granted at below-‐market interest rates of interest is treated as a government grant and measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.

3.12 Retirement benefit costs Employee pension and retirement benefits are based on the regulations and prevailing circumstances of those countries in which the Group is represented. In Switzerland, ordinary pension and retirement benefit plans qualify as defined-‐benefit plans and are accounted for in conformity with IAS 19 Employee Benefits.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Actuarial gains and losses are recognized immediately through other comprehensive income, whereas past service-‐costs (vested and unvested) are recognized immediately in profit or loss.

The retirement benefit obligation recognised in the consolidated statement of financial position represents the present value of the defined benefit obligation reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the plan.

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contribution.

3.13 Taxation Income tax expense represents the sum of the tax currently payable and deferred tax.

3.13.1 Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

3.13.2 Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the Balance Sheet Liability Method.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Such deferred tax liabilities are not recognised if the temporary difference arises from goodwill and no deferred tax assets or liabilities are recognised for temporary differences resulting from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

F-‐19

In the case of a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-‐attributed to non-‐controlling interests and are not recognized in profit or loss. For all other partial disposals (i.e. reductions in the Group's ownership interest in associates that do not result in the Group losing significant influence), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments on identifiable assets and liabilities acquired arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the end of each reporting period. Exchange differences arising are recognised in equity.

The exchange rates for the major foreign currencies against CHF relevant to the annual consolidated financial statements were:

Currency table 2015 2014

Average Year end Average Year end

1 EGP Egyptian Pound 0.1248 0.1267 0.1292 0.1391

1 USD US Dollar 0.9625 0.9922 0.9154 0.9946

1 EUR Euro 1.0682 1.0807 1.2144 1.2062

1 OMR Oman Rial 2.4986 2.5749 2.3774 2.5830

1 AED United Arab Emirates Dirham 0.2620 0.2691 0.2492 0.2700

1 MAD Moroccan Dirham 0.0986 0.0999 0.1085 0.1098

1 JOD Jordanian Dinar 1.3574 1.3983 1.2920 1.4044

3.10 Borrowing costs 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.

The following principles apply when borrowing costs are partly or fully capitalized by the Group as part of a qualifying asset:

– Where hedge accounting is not applied to minimize the interest rate risk on borrowings used to fund that asset and, therefore derivatives are classified as at fair value through profit or loss, all gains / losses on non-‐hedging derivatives are immediately recognized in profit or loss.

– Where variable rate borrowings are used to finance a qualifying asset and a derivative is designated to cash flow hedge the variability in interest rates on such borrowings, any gain or loss on the hedging derivative that is effective and, therefore previously recognized in other comprehensive income, is reclassified from equity to profit or loss when the hedged risk impacts profit or loss. The hedged interest component of the qualifying asset (hedged risk) impacts profit or loss when the qualifying asset is amortized, impaired or sold.

– Where fixed rate borrowings are used to finance a qualifying asset and a derivative is designated to hedge the fair value exposure to changes in interest rates of such borrowings, the synthetic floating interest rate that is achieved as a result of a highly effective hedge is capitalized, so that borrowing costs always reflect the hedged interest rate. The amount of borrowing costs capitalized in such a case comprises the actual fixed rate on the borrowings plus the effect of swapping this fixed rate into floating rates.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

As the financing activity is co-‐ordinated centrally and generally by the parent and some of the main subsidiaries, the group determines the amount of borrowing costs eligible for capitalisation by applying a capitalisation rate to the expenditures on that asset. The group includes all borrowings of the parent and its subsidiaries when computing the weighted average of the borrowing costs applicable to the borrowings that are outstanding during the period other than borrowings made specifically for the purpose of obtaining a qualifying asset.

The amount of borrowing costs that an entity capitalises during the period shall not exceed the amount of borrowing costs it incurred during that period, provided that the carrying amount of the qualifying asset on which eligible borrowing costs have been capitalized does not exceed its recoverable amount (being the higher of fair value less costs to sell or amount in use for that asset).

3.11 Government grants Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are received.



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Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-‐generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-‐generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-‐generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-‐generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

3.17 Inventories Inventories are stated at the lower of cost and net realizable value.

Costs, including an appropriate portion of fixed and variable production overheads as well as other costs incurred in bringing the inventories to their present location and condition, are assigned to inventories by the method most appropriate to the particular class of inventory, with the majority being valued on a weighted average basis. For items acquired on credit and where payment terms of the transaction are extended beyond normal credit terms, the cost of that item is its cash price equivalent at the recognition date with any difference from that price being treated as an interest expense on an effective-‐yield basis (see note 11).

Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

Estimates of net realisable value are generally made on an item-‐by-‐item basis, except in circumstances, where it is more appropriate to group items of similar or related inventories.

The net realizable value of an item of inventory may fall below its cost for many reasons including, damage, obsolescence, slow moving items, a decline in selling prices, or an increase in the estimate of costs to complete and costs necessary to make the sale. In such cases, the cost of that item is written-‐down to its net realizable value and the difference is recognized immediately in profit or loss.

Properties intended for sale in the ordinary course of business or in the process of construction or development for such a sale are included in inventories. These are stated at the lower of cost and net realizable value. The cost of development properties includes the cost of land and other related expenditure attributable to the construction or development during the period in which activities are in progress that are necessary to get the properties ready for its intended sale.

3.18 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

3.19 Financial instruments Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

3.20 Financial assets All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the timeframe established by regulation or convention in the market place.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

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3.13.3 Current and deferred tax for the year Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

3.14 Property, plant and equipment Buildings, plant and equipment, furniture and fixtures held for use in the production, supply of goods or services or for administrative purposes are stated in the consolidated statement of financial position at cost less any accumulated depreciation and accumulated impairment losses.

Properties in the course of construction for production, administrative purposes or for a currently undetermined future use are carried at cost less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policy as described in note 3.10. Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

Depreciation of buildings, plant and equipment as well as furniture and fixtures commences when the assets are ready for their intended use.

Freehold land is not depreciated.

Depreciation is recognized so as to write off the cost of assets (other than freehold land and properties under construction) less their residual values over their estimated useful lives, using the straight-‐line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership of the leased asset will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the net sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The following estimated useful lives are used in the calculation of depreciation:

Buildings 20 – 50 years

Plant and equipment 4 – 25 years

Furniture and fixtures 3 – 20 years

3.15 Investment property Investment properties are properties (land or a building – or part of a building – or both) held by the Group entities to earn rentals and / or for capital appreciation (including property under construction for such purposes). Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value at the end of each reporting period. Gains and losses arising from changes in the fair value of investment properties are recognised in profit or loss including an adjustment to the related deferred tax position in the period in which they arise.

Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. The fair value of investment properties reflects market conditions at the end of each reporting period and is determined without any deduction for transaction costs which the Group may incur on sale or other disposal. The fair value of investment properties is determined based on evaluations performed by independent valuators.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on de-‐recognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.

3.16 Impairment of tangible assets At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-‐generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-‐generating units, or otherwise they are allocated to the smallest group of cash-‐generating units for which a reasonable and consistent allocation basis can be identified.



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3.20.5 Impairment of financial assets Financial assets that are measured at amortised cost are assessed for impairment at the end of each reporting period.

Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the asset have been affected.

Objective evidence of impairment could include:

– significant financial difficulty of the issuer or counterparty; or

– breach of contract, such as a default or delinquency in interest or principal payments; or

– it becoming probable that the borrower will enter bankruptcy or financial re-‐organisation; or

– the disappearance of an active market for that financial asset because of financial difficulties.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

The amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows reflecting the amount of collateral and guarantee, discounted at the financial asset's original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

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, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

3.20.6 De-‐recognition of financial assets The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

On derecognition of a financial asset that is classified as FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not reclassified to profit or loss, but is reclassified to retained earnings.

3.21 Financial liabilities and equity instruments 3.21.1 Classification as debt or equity Debt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

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3.20.1 Classification of financial assets Debt instruments that meet the following conditions are subsequently measured at amortised cost less impairment loss (except for debt investments that are designated as at fair value through profit or loss on initial recognition):

– the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

– the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at fair value.

3.20.2 Effective interest method The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees or points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments measured subsequently at amortised cost. Interest income is recognised in profit or loss and is included in the “investment income” line item.

3.20.3 Financial assets at fair value through other comprehensive income (FVTOCI) On initial recognition, the Group can make an irrevocable election (on an instrument-‐by-‐instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading.

A financial asset is held for trading if:

– it has been acquired principally for the purpose of selling it in the near term; or

– on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence of a recent actual pattern of short-‐term profit-‐taking; or

– it is a derivative that is not designated and effective as a hedging instrument or a financial guarantee.

Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the investments revaluation reserve. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the investments.

The Group has designated all investments in equity instruments that are not held for trading as at FVTOCI on initial application of IFRS 9.

Dividends on these investments in equity instruments are recognised in profit or loss when the Group’s right to receive the dividends is established in accordance with IAS 18 Revenue. Dividends earned are recognised in profit or loss and are included in the ‘investment income’ line item.

3.20.4 Financial assets at fair value through profit or loss (FVTPL) Investments in equity instruments are classified as at FVTPL, unless the Group designates an investment that is not held for trading as at fair value through other comprehensive income (FVTOCI) on initial recognition.

Debt instruments that do not meet the amortised cost are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria but are designated as at FVTPL are measured at FVTPL. A debt instrument may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Group has not designated any debt instrument as at FVTPL.

Debt instruments are reclassified from amortised cost to FVTPL when the business model is changed such that the amortised cost criteria are no longer met. Reclassification of debt instruments that are designated as at FVTPL on initial recognition is not allowed.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss is included in the 'other gains and losses' line item in the consolidated statement of comprehensive income. Fair value is determined in the manner described in note 38.12.

Interest income on debt instruments as at FVTPL is included in the net gain or loss described above.

Dividend income on investments in equity instruments at FVTPL is recognised in profit or loss when the Group's right to receive the dividends is established in accordance with IAS 18 Revenue and is included in the net gain or loss as described above.



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However, for non-‐held-‐for-‐trading financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of liability is recognised in profit or loss. Changes in fair value attributable to a financial liability’s credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not held-‐for-‐trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the 'finance costs' line item.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-‐cash assets transferred or liabilities assumed, is recognised in profit or loss.

3.22 Derivative financial instruments

If required, the Group enters into derivative financial instruments mainly to manage its exposure to interest rate and foreign exchange rate risk. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-‐measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognized as a financial asset; a derivative with a negative fair value is recognized as a financial liability.

A derivative that has a remaining maturity of less than twelve months from the end of the reporting period or has a remaining maturity greater than twelve months but is expected to be settled within twelve months is presented as current asset or liability.

A derivative that is designated and effective in a hedging relationship with a non-‐current hedged item is presented as a non-‐current asset or liability in accordance with the presentation of the hedged item.

A derivative that has a maturity of more than twelve months from the end of the reporting period and is not intended to be settled within twelve months is presented as a non-‐current asset or liability, even if that derivative is not part of a designated and effective hedge accounting.

3.22.1 Hedge accounting The Group generally designates certain derivatives as hedging instruments in respect of foreign currency risk or interest rate risk. Hedges of foreign currency risk on firm commitments, hedges of net investments in foreign operations as well as hedges of the variability risk of interest rates are all accounted for by the Group as cash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument, in a hedging relationship, is highly effective in offsetting changes in cash flows of the hedged item attributable to the hedged risk.

3.22.2 Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the ‘other gains and losses’ line item.

Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss, in the same line of the consolidated statement of comprehensive income as the recognised hedged item. However, when the hedged forecast transaction results in the recognition of a non-‐financial asset or a non-‐financial liability, the gains and losses previously recognized in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-‐financial asset or non-‐financial liability.

Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

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3.21.2 Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

The instrument is an equity instrument if, and only if, both conditions (a) and (b) below are met:

a) The instrument includes no contractual obligation:

i. to deliver cash or another financial asset to another entity; or

ii. to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the issuer.

b) If the instrument will or may be settled in the issuer’s own equity instruments, it is:

i. a non-‐derivative that includes no contractual obligation for the issuer to deliver a variable number of its own equity instruments; or

ii. a derivative that will be settled only by the issuer exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments.

A contract that will be settled by the Group entity receiving or delivering a fixed number of its own equity instruments in exchange for a fixed amount of cash or another financial asset is an equity instrument.

Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

3.21.3 Financial liabilities All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

A financial liability is classified as current liability when it satisfies any of the following criteria:

-‐ It is expected to be settled in the entity’s normal operating cycle

-‐ It is held primarily for the purposes of trading;

-‐ It is due to be settled within twelve months after the reporting period;

-‐ The entity does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.

All other financial liabilities are classified as non-‐current.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Group, and commitments issued by the Group to provide a loan at below-‐market interest rate are measured in accordance with the specific accounting policies set out below.

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading if:

– it has been acquired principally for the purpose of reselling it in the near term; or

– on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-‐term profit-‐taking; or

– it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:

– such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

– the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

– it forms part of a contract containing one or more embedded derivatives, and the entire combined contract is designated as at FVTPL in accordance with IFRS 9.

Financial liabilities at FVTPL are stated at fair value. Any gains or losses arising on remeasurement of held-‐for-‐trading financial liabilities are recognised in profit or loss. Such gains or losses that are recognised in profit or loss incorporate any interest paid on the financial liabilities and are included in the ‘other gains and losses’ line item in the consolidated statement of comprehensive income.



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In light of the political development in Egypt, management reconsidered the recoverability of the Group's significant items of property, plant and equipment and its investments in associates, which are included in the consolidated statement of financial position at 31 December 2015 at CHF 940,356,468 and CHF 100,678,830 respectively (31 December 2014: CHF 886,759,617 and CHF 111,534,902).

In 2015, the impairment reviews resulted in total impairment losses of CHF 9.1 million on property under construction of development projects. The impairment reviews in 2015 and 2014 did not result in any other impairment losses of property, plant and equipment or investments in associates.

In 2014, the impairment review of the Eco Bos project in the UK resulted in a partial reversal of the previous year impairment of capitalized planning costs of CHF 4.1 million as significant progress has been made in relation to planning permissions with government.

Management is aware that the slow-‐down in processes and logistics still impacts the business operations considerably. Therefore, they periodically reconsider their assumptions in light of the macroeconomic developments regarding future anticipated margins on their products. Detailed sensitivity analysis has been carried out and management is confident that the carrying amount of these assets will be recovered in full, even if returns are reduced. This situation will be closely monitored, and adjustments made in future periods if future market activity indicates that such adjustments are appropriate.

4.2.2 Valuation of financial assets at FVTOCI Basically the fair value of financial assets at FVTOCI is based on stock quotes. However, due to extraordinary situations, as for example the political situation in Egypt, such market prices might not reflect the real value at all times. In such cases alternative valuation methods are used to determine the fair value.

4.2.3 Useful lives of property, plant and equipment The carrying value of the Group's property, plant and equipment at the end of the current reporting period is CHF 940,356,468 (31 December 2014: CHF 886,759,617). Management’s assessment of the useful life of property, plant and equipment is based on the expected use of the assets, the expected physical wear and tear on the assets, technological developments as well as past experience with comparable assets. A change in the useful life of any asset may have an effect on the amount of depreciation that is to be recognized in profit or loss for future periods.

4.2.4 Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash-‐generating units to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-‐generating unit and a suitable discount rate in order to calculate present value.

The carrying amount of goodwill at the end of the current reporting period is CHF 6,476,682 (31 December 2014: 7,109,426). The recoverability of goodwill is tested for impairment annually during the fourth quarter, or earlier, if an indication of impairment exists. The value of goodwill is primarily dependent upon projected cash flows, discount rates (WACC) and long-‐term growth rates. The significant assumptions are disclosed in note 17. As at 31 December 2015 the annual impairment test showed no impairment loss (2014: none). Changes to the assumptions may result in further impairment losses in subsequent periods.

4.2.5 Provisions The carrying amount of provisions at the end of the current reporting period is CHF 82,521,775 (31 December 2014: CHF 83,456,576). This amount is based on estimates of future costs for infrastructure completion, legal cases, government fees, employee benefits and other charges including taxes in connection with the Group’s operations (see note 33). As the provisions cannot be determined exactly, the amount could change based on future developments. Changes in the amount of provisions due to change in management estimates are accounted for on a prospective basis and recognized in the period in which the change in estimates arises.

4.2.6 Impairment of trade and other receivables as well as other current assets An allowance for doubtful receivables is recognized in order to record foreseeable losses arising from events such as a customer’s insolvency. The carrying amount of the allowance for trade and other receivables at the end of the current reporting period is CHF 20,959,808 (31 December 2014: CHF 29,911,892) (see note 23). In determining the amount of the allowance, several factors are considered. These include the aging of accounts receivables balances, the current solvency of the customer and the historical write-‐off experience.

A similar assessment has been done in relation to the recoverability of other current assets amounted to CHF 99,502,308 (2014: CHF 110,133,046) which includes amounts due from Falcon (see note 40), amounts due from employees and management (see note 25) as well as outstanding proceeds from the sale of the six percent stake in the former Garranah subsidiaries. To determine the need for the recognition of any impairment charge, management considered several factors, such as the contractual repayment date, current solvency of the counterparty and historical write-‐off experience. In 2015 and 2014 there were no impairment losses within other current assets.

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4 CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Group’s accounting policies, which are described in note 3, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

4.1 Critical judgments in applying accounting policies The following are the critical judgments, apart from those involving estimations (see note 4.2), that management has made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.

4.1.1 Revenue recognition – Real estate sales The operating cycle of residential construction projects predominantly starts when the Group enters into agreements to sell the real estate units off-‐plan. The Group treats the sale of real estate units as sale of goods in accordance with IAS 18 Revenue and IFRIC 15 Agreements for the Construction of Real Estates. Management takes the view that the critical event of revenue recognition hinges on the transfer of significant risks and rewards of ownership and control to the buyer. When management makes this assessment it ensures that the detailed criteria for revenue recognition from the sale of goods as set out in IAS 18 and IFRIC 15 -‐ including the transfer of significant risks and rewards of ownership and control to the buyer -‐ are satisfied and that recognition of revenue from the sale of real estate is appropriate in the current reporting period.

Given the structure of the real estate sale contracts and the application of IAS 18 and IFRIC 15 as described above, revenue recognition from residential construction projects can occur in independent stages which consist of the sale of land, constructed, but unfinished units and finished units. The transfer of significant risks and rewards of ownership and control of each stage is documented in an official delivery protocol and signed by representatives of the Group as well as the buyer.

4.1.2 Government grants Acquisition by the Group entities of part of the land used in the construction of their real estate projects from governments of the local jurisdictions in which they carry out their activities has not brought these transactions under the scope of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance and, therefore, has not resulted in the recognition of government grants in the current or in prior periods.

In these cases the government is the only possible seller in the market and the Group purchases the land at market prices available to all interested parties and does not obtain finance facilities from the government which would require accounting for government grants.

4.1.3 Employee benefits expense Employee benefits expense which are directly related to the sale of goods or rendering of services form part of the operation’s cost of sales. Where employee benefit expense is incurred to perform head quarter functions or relate to non-‐revenue generating entities, such as corporate companies, holding companies and start up companies, they are allocated to administration expenses.

4.1.4 Deferred taxation on investment property For the purposes of measuring deferred tax liabilities or deferred tax assets arising from investment properties management concluded that the Group’s investment properties are held under a business model whose objective is to consume substantially all of the economic benefits embodied in the investment properties over time, rather than through sales. Therefore, in determining the Group’s deferred taxation on investment properties, management has determined that the presumption that the carrying amounts of investment properties measured using the fair value model are recovered entirely through sale is rebutted. As a result, the Group has recognised deferred taxes on changes in fair value of investment properties.

4.2 Key sources of estimation uncertainty The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.2.1 Impairment of tangible assets and investments in associates At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets and investments in associates to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-‐generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-‐generating units, or otherwise, they are allocated to the smallest Group of cash-‐generating units for which a reasonable and consistent allocation basis can be identified.



F-‐30

5 THE GROUP AND MAJOR CHANGES IN GROUP ENTITIES The Group comprises the Parent Company and its subsidiaries operating in different countries.

Except for the disposal of 15% of OHD in 2015 (for further details see note 30) and the disposal of Golden Beach for Hotels Company in Jordan (for further details see note 35) as well as the disposal of CMAR and the deemed loss of control over OHC in 2014 (for further details see note 35 and 36) there have been no major changes in the group structure in 2015 and 2014.

Orascom Hotels & Development SAE (“OHD”) remains the principal operating subsidiary and is located in Egypt.

The group controls its subsidiaries directly and indirectly.

6 REVENUE An analysis of the Group’s revenue for the year is as follows:

CHF 2015 2014

Revenue from the rendering of services and rental income 172,082,609 163,941,158

Revenue from agreements for construction of Real Estate and construction revenue

66,387,282 72,928,614

Revenue on sale of land 67,594,277 13,665,193

TOTAL 306,064,168 250,534,965

7 SEGMENT INFORMATION

7.1 Products and services from which reportable segments derive their revenues The Group has four reportable segments, as described below, which are the Group’s strategic divisions. The strategic divisions offer different products and services and are managed separately because they require different skills or have different customers. For each of the strategic divisions, the Country CEOs and the Head of Segments review the internal management reports at least on a quarterly basis. The following summary describes the operation in each of the Group’s reportable segments:

– Hotels – Include provision of hospitality services in two to five star hotels owned by the Group which are managed by international or local hotel chains or by the Group itself.

– Real estate and construction – Include acquisition of land in undeveloped areas and addition of substantial value by building residential real estate and other facilities in stages.

– Land sales – Include sale of land and land rights to third parties on which the Group have developed or will develop certain infrastructure facilities and where the Group does not have further development commitments.

– Destination management – Include provision of facility and infrastructure services at operational resorts and towns.

The real estate and construction segment includes two lines of business each of which is considered as a separate operating segment. For financial statements presentation purposes, these individual operating segments have been aggregated into a single operating segment taking into account the following factors:

– These operating segments have similar long-‐term gross profit margins;

– The nature of the products and production processes are similar.

Other operations include the provision of services from businesses not allocated to any of the segments listed above comprising rentals from investment properties, mortgages, sports, hospital services, educational services, marina, limousine rentals, laundry services and other services. None of these segments meets any of the quantitative thresholds for determining a reportable segment in 2015 or 2014.

F-‐29

4.2.7 Deferred income taxes The measurement of deferred income tax assets and liabilities is based on the judgment of management. Deferred income tax assets are only capitalized if it is probable that they can be used. Whether or not they can be used depends on whether the deductible tax temporary difference can be offset against future taxable gains. In order to assess the probability of their future use, estimates must be made of various factors including future taxable profits. At 31 December 2015 deferred income tax assets amounted to CHF 12,693,483 (31 December 2014: CHF 16,024,544) that have mainly resulted from the tax impact of carry forward tax losses (see note 13). Such deferred tax assets are only recorded when the development phase of the project has been started and it becomes evident that future taxable profits are probable. If the actual values differ from the estimates, this can lead to a change in the assessment of recoverability of the deferred tax assets and accounting for such a change, if any, is to be made on a prospective basis in the reporting periods affected by the change. As at 31 December 2015, the reassessment of the recoverability of deferred tax assets did not result in derecognised deferred tax assets (2014: none).

4.2.8 Retirement benefit obligations The retirement benefit obligation is calculated on the basis of various financial and actuarial assumptions. The key assumptions for assessing these obligations are the discount rate, future salary and pension increases and the probability of the employee reaching retirement. The obligation was calculated using a discount rate of 0.90% (31 December 2014: 1.60%) as well as future salary increases of 1.00% (31 December 2014: 1.00%). The calculations were done by an external expert and the principal assumptions used are summarised in note 37. At 31 December 2015, the underfunding amounted to CHF 623,793 (31 December 2014: CHF 244,583). Using other basis for the calculations could have led to different results.

4.2.9 Classification and valuation of investment property Generally real estate units are constructed either for the Group’s own use or for the sale to third parties and carried at cost. However, when a unit may not be sold, as soon as a long term rent contract over more than 1 year is agreed with a third party at market conditions, the unit is classified as an investment property and measured at the fair value obtained from independent, third party valuation experts. The fair value of investment properties at 31 December 2015 is CHF 10,981,552 (2014: CHF 11,922,802).

The fair values at 31 December 2015 were determined based on an internal valuation model. The last external valuations were prepared as at 31 December 2012 by Fincorp, an accredited valuation specialist in Egypt. Note 16 provides detailed information about the valuation techniques applied and the key assumptions used in the determination of the fair value of each investment property.

4.2.10 Net realisable value of inventory Inventory mainly includes real estate construction work under progress which is recognised at cost or net realisable value. The majority of real estate under construction (approximately three quarters) is already sold at market prices which are significantly higher than construction cost. Therefore the estimation uncertainty only relates to the unsold real estate under construction. In general the profit margins on these real estate projects are high and management currently does not expect any of these projects to be sold below cost except for the following:

– In 2015 none of the inventory was impaired. In 2014, an impairment of CHF 1.1 was made in relation to Omani land.

4.2.11 Infrastructure cost The Group has an obligation under the terms of its sale and purchase agreements to develop the infrastructure of the sold land. Infrastructure cost is deemed to form part of the cost of revenue and is based on management estimate of the future budgeted costs to be incurred in relation to the project including, but are not limited to, future subcontractor costs, estimated labour costs, and planned other material costs. The provision for infrastructure costs requires the Group’s management to revise its estimate of such costs on a regular basis in light of current market prices for inclusion as part of the cost of revenue.

4.2.12 Liquidity shortages and related uncertainties For further details on management’s plans to manage liquidity shortages and related uncertainty please refer to note 26.1.

4.2.13 Minimum building obligations One part of the Group’s business is to acquire land for the development of tourism projects. Out of these business opportunities often no legally binding commitments incur however the Group has unbinding business opportunity commitments in relation to their projects. These contingent liabilities are further explained in note 43.1. Due to the complexity of the projects and the ongoing negotiations, estimation of the contingent liability involves a high degree of uncertainty.



F-‐31

The following is an analysis of the Group's revenue from continuing operations by its major products and services.

Segment Product Revenue from external customers

2015 2014

Hotels Hotels managed by international chains 61,483,056 68,115,220

Hotels managed by local chains 22,839,021 21,736,538

Hotels managed by the Group 39,844,612 29,006,623

Segment total 124,166,689 118,858,381

Real estate and construction Tourism real estate 66,268,885 62,495,696

Budget Housing (i) -‐ 5,068,138

Construction work 118,397 5,364,780

Segment total 66,387,282 72,928,614

Land sales Sales of land and land rights 67,594,277 13,665,193

Destination management Utilities (e.g. water, electricity) 15,641,985 13,420,210

Other operations Mortgage (Real estate financing) 8,456,831 7,831,777

Sport (Golf) 1,546,523 1,794,441

Rentals (ii) 4,329,115 8,931,478

Hospital services 4,053,539 3,046,823

Educational services 2,279,333 2,126,801

Marina 3,400,256 2,348,503

Limousine 52,650 84,796

Laundry services 45,334 41,105

Others 8,110,354 5,456,843

Segment total 32,273,935 31,662,567

TOTAL 306,064,168 250,534,965 (i) In 2014, the Group lost control over its subsidiary operating in the budget housing business (refer to note 36).

(ii) Rentals include income from investment property of CHF 4,242,564 (2014: CHF 6,596,832) and from other short term rent contracts in hotels, marinas and golf courses of CHF 86,551 (2014: CHF 153,525).

F-‐32

7.2 Se

gmen

t reven

ue, d

epreciation an

d results

The following is an analysis of the Group

’s revenue and results from

con

tinuing

operatio

ns by repo

rtable segments:

CHF

Total seg

men

t reven

ue

Inter-‐segm

ent reven

ue

Reven

ue externa

l customers

Cost of reven

ue

Dep

reciation

Gross profit/(loss)

Segm

ent result

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

Hotels

124,554,979

119,252,799

(388,290)

(394,418)

124,166,689

118,858,381

(109,200,529)

(97,519,362)

(17,350,129)

(17,735,285)

(2,383,969)

3,603,734

(9,837,873)

8,339,909

Real estate and constructio

n 89,181,710

102,033,622

(22,794,427)

(29,105,008)

66,387,282

72,928,614

(53,085,061)

(55,091,705)

(148,123)

(478,448)

13,154,098

17,358,461

21,190,436

18,429,037

Land

sales

67,761,513

14,606,623

(167,236)

(941,430)

67,594,277

13,665,193

(832,612)

(1,495,692)

(1,007,706)

(830,301)

65,753,959

11,339,200

66,885,687

9,851,377

Destin

ation managem

ent

34,742,779

31,060,383

(19,100,794)

(17,640,173)

15,641,985

13,420,210

(17,280,786)

(12,211,997)

(4,935,305)

(4,145,636)

(6,574,106)

(2,937,423)

(8,237,361)

(979,380)

Other operatio

ns

44,799,534

41,103,421

(12,525,600)

(9,440,854)

32,273,935

31,662,567

(28,646,938)

(21,330,143I

(2,466,188)

(2,198,509)

1,160,809

8,133,915

1,562,744

15,027,933

Total

361,040,515

308,056,84

8 (54,976,347)

(57,521,88

3)

306,06

4,16

8 250,534,96

5 (209

,045,926

) (187

,648

,899

) (25,90

7,451)

(25,38

8,179)

71,110,791

37,497,887

71,563,633

50,668

,876

Una

llocated item

s 1):

Share of (losses) of associates

(19,436,964)

(9,263,608)

Other gains and

losses

(11,351,180)

72,563,451

Investment incom

e 2)

4,674,904

45,395

Central adm

inistration costs and directors’ salaries

(39,403,630)

(45,214,956)

Finance costs

(24,390,406)

(21,853,854)

(Loss)/profit before tax (con

tinu

ing op

erations)

(18,343,64

3)

46,945,304

Income tax expenses

(4,175,658)

(10,777,252)

(Loss)/profit fo

r the

year (continuing

ope

ration

s)

(22,519,301)

36,168

,052

1) For th

e pu

rpose of segment reportin

g, part o

f the amou

nts repo

rted fo

r these item

s in th

e consolidated statement o

f com

prehensive income have been allocated in th

e table above to th

eir

relevant segments.

2) U

nallocated part of the investment incom

e increased to prio

r year financial statements due to

interest income on

deposits related to th

e sale of 15%

of O

HD (note 26).

The accountin

g po

licies of th

e repo

rtable segments are th

e same as th

e Group

’s accou

nting po

licies describ

ed in note 3. Segment result represents the profit earned by each segment w

ithou

t allocatio

n of central adm

inistration costs and directors’ salaries, share of profits (lo

sses) of associates, investment incom

e, other gains and

losses, finance costs and

income tax expense, as includ

ed

in th

e internal managem

ent reports th

at are regu

larly review

ed by the Board of D

irectors. This measure is con

sidered to be most relevant for th

e pu

rpose of resources allocatio

n and assessment o

f segm

ent p

erform

ance.

The gain from

the settlement agreement w

ith Falcon reached in Q1 2014 of C

HF 9.9 million is sho

wn in segment results of o

ther operatio

ns whereas th

e residu

al gains from

the settlement

agreem

ent w

ith Falcon reached in Q2 2014 of C

HF 42.7 million are show

n as unallocated ite

ms in “other g

ains and

losses” (refer to

note 40 fo

r further details on this settle

ment agreement).

In 2014, reversal of impairm

ent losses of CHF 4.1 million regarding prop

erty, plant and

equipment h

ave been recogn

ized fo

r Eco Bos project in th

e UK which has not been allocated to one of the

segm

ents due to

headq

uarter functio

n of th

e entity. In 2013, th

e im

pairm

ent loss of CHF 10.9 was treated equally. Except for th

e im

pairm

ent losses of CHF 9.1 million on

property under con

struction

of develop

ment p

rojects in 2015, no im

pairm

ent loss in respect o

f property, plant and

equipment as well as go

odwill was recogn

ized in 2015 and 2014.

Further, an im

pairm

ent o

f CHF 1.1 was made in relatio

n to Omani land in 2014 (note 22

). Th

e im

pairm

ent losses have been allocated to th

e real estate and constructio

n segm

ent .In 2015, no such

impairm

ent losses were recogn

ised on inventory.



F-‐34

7.4 Geographical information The Group currently operates in eight principal geographical areas – Egypt, Oman, United Arab Emirates, Jordan, Switzerland, UK, Montenegro and Morocco. The Group's revenue from continuing operations from external customers by location of operations and information about its non-‐current assets by location of assets are detailed below:

Revenue Non-‐current assets

CHF 2015 2014 2015 2014

Egypt 220,055,941 179,478,312 456,477,589 514,052,863

Oman 36,059,077 29,508,674 385,779,340 275,994,525

United Arab Emirates 26,806,627 27,492,152 54,546,079 50,502,966

Jordan 536,091 4,292,627 -‐ 16,094,931

Montenegro 18,915,307 -‐ 48,138,912 36,771,026

Morocco 23,733 25,003 3,141,845 1,848,240

Others 3,667,392 9,738,197 9,730,937 10,527,294

TOTAL 306,064,168 250,534,965 957,814,702 905,791,845

The revenue realized from a single client did not exceed the rate of 10% or more of the total Group’s revenue during 2014 while for 2015 the revenues of only one client reached 14% of the total group revenue.

Non-‐current assets exclude investments in associates, financial instruments and deferred tax assets.

7.5 Additional information on segment results The aftermath of the Arab Spring continues to affect the Group’s performance in 2015 as the political uncertainty and the after-‐effects of the extraordinary events that took place in Egypt and other countries in the Middle East have had a significant impact on the general business environment in these countries. The slow-‐down in processes and logistics still impacts the business operations considerably. However, during 2015 we saw an increase in business activity which is also reflected in the segment results.

Total segment result of CHF 71.6 million (2014: CHF 50.7 million) mainly increased due to the following:

-‐ There was a significant decrease in the real estate and construction segment revenue as prior year period includes revenue from budget housing which has been deconsolidated in 2014. However, the ultimate increase seen in the result of this segment was due to the impact of non-‐budget housing units delivered in 2015 whose profit margins are tangibly higher compared to those of the budget housing units that were delivered in 2014.

-‐ In the year 2015, the Hotels’ segment achieved a total revenue of CHF 124.2 million growing from CHF 118.9 million in 2014. This performance boost (a 17% increase in TRevPAR as well as a 12% increase in GOPPAR) came as a result of the reviewed Hotel management structure, some Hotel management takeovers and the reassessment of travel bans on the Red Sea area. Starting November, post the Russian aircraft incident and the consequent airlift suspensions, Makadi Hotels started to confront a number of challenges.Also, Taba Heights continued to be the most challenged destination recording a total GOP loss of CHF 4.6 million.

In 2014 the segment result was positively impacted by CHF 2.8 million due to the waiver of the current account of Royal for Investment and Touristic Development with Garranah Family.

-‐ During 2014, a subsidiary of the Group entered into an agreement with a third-‐party investor to sub-‐develop of a real estate and touristic project in El Gouna with a total land area of 160,000 square meter which was later adjusted to 168,779 square meter. The first plot was recognised as revenue in 2014. In Q1 2015, the second plot containing 70,000 square meter was sold and recognised as revenue in the total amount of USD 24.1 million (CHF 23.7 million) and in Q2 2015, the third plot containing 66,779 square meter was sold and recognised as revenue in the total amount of USD 20.1 million (CHF 19.1 million) In Q3 2015, the Group entered into another agreement with a third-‐party investor with a total land area of 100,195 square meter which was sold and recognised as revenue in the total amount of USD 18.6 million (CHF 17.7 million).

-‐ In 2014, the amount under settlement with Falcon of CHF 9.9 million was realised through other operations (refer to note 40 for further details). No such one off amounts incurred in 2015 which explains the significant decrease in segment results for other operations.

F-‐33

7.3 Segment assets and liabilities 7.3.1 Segment assets and liabilities

CHF 31 December 2015 31 December 2014

SEGMENT ASSETS

Hotels 649,751,820 696,328,788

Real estate and construction 659,273,746 625,036,570

Land sales 388,246,579 366,606,107

Destination management 147,741,223 166,030,522

Other operations 367,189,806 364,799,114

Segment assets before elimination 2,212,203,174 2,218,801,101

Inter-‐segment elimination (757,497,313) (805,592,580)

Segment assets after elimination 1,454,705,861 1,413,208,521

Unallocated assets 353,907,573 367,821,289

CONSOLIDATED TOTAL ASSETS 1,808,613,434 1,781,029,810


SEGMENT LIABILITIES

Hotels 306,465,420 302,924,107


Land sales 106,015,849 113,661,046

Destination management 108,635,083 119,983,136


Segment liabilities before elimination 1,343,225,699 1,383,934,417

Inter-‐segment elimination (766,678,121) (816,009,143)

Segment liabilities after elimination 576,547,578 567,925,274

Unallocated liabilities 275,435,860 391,904,551

CONSOLIDATED TOTAL LIABILITIES 851,983,438 959,829,825

For the purpose of monitoring segment performance and allocation of recourses between segments, all assets and liabilities are allocated to reportable segments except for the assets of holding companies or companies which are not yet operational. Goodwill is allocated to reportable segments as described in note 17.

It is the Group’s policy to reassess the classification of certain assets and liabilities within the reporting segments once a certain development stage of the destination is achieved. Accordingly during 2014, management transferred some of the assets and liabilities of the Omani development entities from real estate and construction segment to other operating segments and corporate segment according to the internal management reports provided to the country CEO and the head of segment based on the latest developments achieved in the business of this destination. In 2015 no such transfers were made.

7.3.2 Additions to non-‐current assets

CHF 2015 2014

Hotels 32,396,739 24,866,413


Land sales -‐ -‐

Destination management 6,953,586 523,746


Unallocated -‐ 202,127

TOTAL 67,876,836 43,752,677



F-‐36

11 FINANCE COSTS

CHF 2015 2014

Interest on bank overdrafts and loans (36,637,974) (36,027,536)

Interest on call and put option arrangements -‐ (1,167,711)

Total interest expense for financial liabilities not classified as at fair value through profit or loss

(36,637,974) (37,195,247)

Less: amounts included in the cost of qualifying assets (i) 3,041,854 4,291,205

TOTAL (33,596,120) (32,904,042)

(i) The amount of capitalization cost of qualifying assets (project under construction and work in progress) has decreased compared to prior year. This is mainly due to decreased activities in relation to the current hotel projects and real estate projects in Egypt and Oman, which are eligible for the capitalization of interest expense. This led to an increase in finance cost by CHF 1.0 million from CHF 32.9 million to CHF 33.9 million.

To enhance the liquidity of the Group, management negotiated with several banks in Egypt to capitalise the interest payments due within 2015 and up to the end of Q1 2016 instead of paying them on their scheduled due dates. This had no impact on finance expense recognised in the statement of comprehensive income, however reduced the finance cost paid shown in the cash flow statement.

The rate used by the Group to determine the amount of borrowing costs eligible for capitalization is 7.84% per annum (2014: 8.09% per annum).

12 COMPENSATION OF KEY MANAGEMENT PERSONNEL

CHF 2015 2014

Salaries 4,185,000 4,880,870

Other short-‐term employee benefits 307,500 637,619

Post employment benefits 90,000 105,060

TOTAL COMPENSATION OF KEY MANAGEMENT PERSONNEL 4,582,500 5,623,549

There is a compensation plan in place for the Board of Directors which consists of a fixed compensation subject to an annual review. As to the compensation of the members of Executive Management, the base salary is either (in case of members who have served in that capacity since the Company was formed in 2008) carried over from their previous employment with Orascom Hotels & Development SAE, or (in case of members appointed at a later time) determined in a discretionary decision of the CEO approved by the Nomination & Compensation Committee. In respect of the bonus part of the compensation, proposals by the CEO are presented to the Nomination & Compensation Committee which discusses such proposals and approves them if deemed fit.

The annual proposals and decisions concerning the compensation of the members of Executive Management are based on an evaluation of the individual performance of each member, as well as of the performance of the business area for which each member is responsible (in case of the executive members of the Board, the performance of the Orascom Development Group as a whole). The CEO forms the respective proposals in his discretion, based on his judgment of the relevant individuals' and business areas' achievements.

The disclosures required by the Swiss Code of Obligations on Board and Executive committee compensation are shown in the compensation report.

Total compensation of directors and Executive Management is part of the employees benefit expense allocated between cost of sales and administrative expenses (see note 8).

F-‐35

8 EMPLOYEE BENEFITS EXPENSE

CHF 2015 2014

Employee benefits expense 86,802,923 77,960,328

Thereof included in cost of sales 67,037,497 60,765,365

Thereof included in administration expenses 19,765,426 17,194,963

9 INVESTMENT INCOME

CHF 2015 2014

Interest income:

-‐ Bank deposits 4,015,946 587,509

-‐ Other loans and receivables 5,925,004 3,198,433

Dividends received from equity investments 43,507 -‐

TOTAL 9,984,457 3,785,942

Investment income earned on financial assets by category of assets is CHF 9,984,457 (2014: CHF 3,785,942) for loans and receivables including cash and bank balances.

Gains or (losses) relating to financial assets classified as at fair value through profit or loss is included in “Other gains and losses” in note 10.

10 OTHER GAINS AND LOSSES

CHF 2015 2014

Gain from amounts under settlement with Falcon (note 40) -‐ 52,634,666

Gain from deemed loss of control of subsidiaries (note 36, 40) -‐ 9,441,641

Gain on disposal of subsidiaries (note 35) 1,736,869 4,712,087

Gain due to call/put option agreement -‐ 3,459,346

Net gain on insurance case regarding Taba Heights (i) -‐ 9,240,974

Gain from waiver of current account due to Garranah (ii) -‐ 2,865,269

Gain from change in fair value of investment property (note 16) 118,103 1,011,232

Gain on disposal of property, plant and equipment 289,015 316,533

Net foreign exchange (losses)/gains (5,757,319) 6,031,502

Impairment related to property under construction (iii) (9,128,902) -‐

Reversal of impairment losses on property, plant and equipment (note 15) -‐ 4,136,569

Other (losses)/gains (iv) 5,740,057 (805,738)

TOTAL (7,002,177) 93,044,081

(i) In May 2014, Taba Heights, one of the major destinations of the Group in Egypt, faced storms and flooding which affected

part of the infrastructure, part of the golf course as well as some of the furniture and fixtures of the resort building. Even though management did not expect any losses as the assets were fully insured, certain assets in the total amount of CHF 7.2 million were impaired without recognizing a corresponding amount due from the insurance company as the contingent asset was not virtually certain at that time. During December 2014 a final settlement was reached with the insurance company for a total amount of CHF 16.5 million allocated between the property damages as described above and business interruption. Considering other cost involved in solving the case, this led to a net gain of CHF 9.2 million which represents mainly compensation for lost revenue due to business interruption as well as the difference between the historical cost and the estimated cost to recover the damaged assets.

(ii) Royal for Investments and Touristic Development (“Royal”), a group subsidiary, had a current account payable with Garranah Family of CHF 2.8 million. Pursuant to the mutual understandings and agreements between the parties, it has been agreed that Garranah Family waives their amounts due from Royal

(iii) In 2015, impairment losses on property under construction of CHF 9.1 million were recognised on development projects.

(iv) Includes reversal of provisions of CHF 4.6 million.



F-‐38

The following table provides reconciliation between income tax expense recognized for the year and the tax calculated by applying the applicable tax rates on accounting profit:

CHF 2015 2014

Profit/(loss) before tax from continuing operations (18,343,643) 46,945,304

Income tax expense/(benefit) calculated at 19.58% (2014: 20.96%) (3,591,686) 9,840,069

Unrecognized deferred tax assets during the year 12,275,505 10,006,436

Effect of income that is exempt from taxation (8,963,765) (13,790,123)

Effect of deferred tax balances due to changes in income tax (523,563) 497,527 Effect of (income)/expenses that are not (added)/deductible in determining taxable profit

4,979,167 4,223,343

INCOME TAX EXPENSE RECOGNIZED IN PROFIT OR LOSS 4,175,658 10,777,252

The average effective tax rate of 19.58% (2014: 20.96%) is the effective tax rate from countries in which the company generates taxable profit. The average effective tax rate mainly decreased due to the following:

In August 2015, the income tax rate in Egypt was changed to a unified rate of 22.5% instead of 25% which affected the income tax expense in 2015.

On June 4, 2014 the Egyptian President approved the Income Tax Law No. 44 of 2014 to add another bracket of the income tax of 5% for taxable profits exceeding 1 MEGP. This tax bracket will be temporarily imposed on natural and legal personalities for the three years 2014 to 2016 in accordance with the income tax law No 91 of 2005.The decree was published in the official gazette on the same date, and is effective from the next date of the publishing, which was June 30, 2014, when the Egyptian President approved the Income Tax Law No. 53 of 2014 to amend some of the Income Tax Law No 91 of 2005 and Stamp Tax Law No 111 of 1980.

13.2 Income tax recognized in other comprehensive income CHF 2015 2014

DEFERRED TAX

Fair value measurement of hedging instruments entered into in a cash flow hedge

-‐ -‐

Remeasurement of defined benefit obligation -‐ -‐

TOTAL INCOME TAX RECOGNISED IN OTHER COMPREHENSIVE INCOME -‐ -‐

13.3 Current tax assets and liabilities CHF 2015 2014

Current tax expense 3,607,731 6,177,187

Advance payment in relation to current tax of current year 473,943 (525,565)

Foreign currency difference 523,563 473,704

CURRENT TAX LIABILITIES 4,605,237 6,125,326

F-‐37

12.1 Holding of Shares

2015 2014

ODH shares OHD shares

ODH shares OHD shares

BOARD OF DIRECTORS

Samih Sawiris1 Chairman 29,355,452 -‐ 17,921,069 -‐

Franz Egle Member 40,588 -‐ 37,106 -‐

Adil Douiri Member 19,469 -‐ 23,359 -‐

Carolina Müller-‐Möhl Member 31,488 -‐ 28,006 -‐

Eskandar Tooma 2 Member 93,500 -‐ 43,000 -‐

Marco Sieber Member 20,816 -‐ 17,334 -‐

Jürgen Fischer 3 Member 3,482 -‐ -‐

Jürg Weber 3 Member 3,482 -‐ -‐

TOTAL BOARD OF DIRECTORS 29,568,277 18,069,874 -‐

EXECUTIVE MANAGEMENT

Samih Sawiris 2 CEO -‐ -‐ -‐ -‐

Eskandar Tooma 2 CFO -‐ -‐ -‐ -‐

Abdelhamid Abouyoussef4 Chief Hotels Officer 86,207 -‐ 40,000 -‐

Dalia El Gezery3 Chief Human Resources Officer -‐ -‐ -‐ -‐

TOTAL EXECUTIVE MANAGEMENT 86,207 -‐ 40,000 -‐

1 total includes direct and indirect holding ownership as per note 27.4. 2 The holding of shares of Samih Sawiris (CEO since 1 March 2014) and Eskandar Tooma (CFO since 1 September 2013) are

shown within the Board of Directors’ table. 3 As at 30 June 2015, Dalia El Gezery resigned from the Executive Management.

Increase in shares held by Samih Sawiris is mainly due to capital increase in 2015 (refer to note 27 for further details).

As at 31 December 2014, an amount of CHF 303,283 was due from key executives relating to the allocation of OHD shares in 2007. No other loans or credits were granted to members of the Board, the Executive Management or parties closely linked to them during 2015 and 2014.

13 Income taxes

13.1 Income tax recognised in profit or loss CHF 2015 2014

CURRENT TAX Current tax (income)/expense for the current year 3,607,731 6,177,188

3,607,731 6,177,188

DEFERRED TAX

Deferred tax (income)/expense recognized in the current year 1,091,490 4,102,537

Adjustments to deferred tax attributable to changes in tax rates and laws (523,563) 497,527

567,927 4,600,064

TOTAL INCOME TAX EXPENSE RECOGNIZED IN THE CURRENT YEAR RELATING TO CONTINUING OPERATIONS

4,175,658 10,777,252



F-‐40

13.5 Unrecognized deferred tax assets

Deferred tax assets not recognized at the reporting date:

CHF 2015 2014

Tax losses in Parent Company (expiry in 2016) (i) 275,640,031 275,640,031

Tax losses in Parent Company (expiry 2018) (i) 846,695,821 846,695,821

Tax losses in Parent Company (expiry 2019) (i) 1,032,630,753 1,032,630,753



Temporary differences in subsidiaries (ii) 226,472,442 248,597,827

(i) At 31 December 2014 the Parent Company’s tax losses amounted to CHF 2,207,354,445 which mainly related to tax losses

caused by impairment charges recognized on investments as a consequence of the original restructuring of the Group. The historical cost value of these investments was the fair value of the investments on the occasion of the stock market listing in Switzerland.

The Parent Company incorporated in Switzerland is a holding company and enjoys a privileged taxation for dividend income from subsidiaries, as such income is tax exempted if certain criteria are met.

The Parent Company does not expect to have any substantial income streams other than tax exempted dividend income in the foreseeable future and therefore it is not probable that the unused tax losses can be utilized. As a consequence and unchanged to prior year, all of the tax losses accumulated in the Parent Company which amounted to CHF 2,270,722,971 at 31 December 2015 were treated as unrecognized deferred tax assets.

(ii) At 31 December 2015, the Group has not recognised deferred tax assets for gains recognized at the subsidiaries level on intercompany land sales which took place in 2010 in the amount of CHF 206,099,642 (31 December 2014: CHF 226,234,692). During 2015, the Group has not recognised any deferred tax asset on the sale transaction as the development of this land either has not yet been started or is still in the early stages of development and therefore it is not evident that future taxable profits are probable. The residual temporary differences are unrecognized tax losses in subsidiaries which expire in 2017.

14 EARNINGS PER SHARE Basic earnings per share is calculated by dividing the earnings from continuing operations attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. As the company does not have any dilutive potential, the basic and diluted earnings per share are the same.

The earnings from continuing operations and weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share are as follows:

CHF 2015 2014

EARNINGS (for basic and diluted earnings per share)

(Loss)/profit for the period attributable to owners of the parent (19,052,959) 41,871,676

NUMBER OF SHARES (for basic and diluted earnings per share)

Weighted average number of ordinary shares for the purposes of EPS 28,951,419 28,441,489

EARNINGS PER SHARE FROM CONTINUING OPERATIONS (0.66) 1.47

F-‐39

13.4 Deferred tax balances Deferred tax assets and liabilities arise from the following:

2015 CHF

Opening balance

Charged to income

Exchange difference

Recognized in other

comprehen-‐sive income

Acquisition/ disposal of Subsidiary

Closing balance

ASSETS

Temporary differences

Property, plant & equipment 5,380,705 (492,791) (366,762) -‐ -‐ 4,521,152

Tax losses 10,643,839 (1,855,350) (616,158) -‐ -‐ 8,172,331

16,024,544 (2,348,141) (982,920) -‐ -‐ 12,693,483

LIABILITIES


Property, plant & equipment 41,895,558 1,350,173 (2,380,544) -‐ -‐ 40,865,187

Investment property 5,769,081 (3,130,387) (456,605) -‐ -‐ 2,182,089

47,664,639 (1,780,214) (2,837,149) -‐ -‐ 43,047,276

NET DEFERRED TAX LIABILITY 31,640,095 567,927 (1,854,229) -‐ -‐ 30,353,793

2014 CHF

Opening balance

Charged to income

Exchange difference

Recognized in other

comprehen-‐sive income

Acquisition/ disposal of Subsidiary

Closing balance

ASSETS


Property, plant & equipment 4,767,700 747,042 459,473 -‐ (593,510) 5,380,705

Tax losses 10,911,758 (1,282,575) 739,180 275,476 10,643,839

Provisions -‐ -‐ -‐ -‐ -‐ -‐

Pension plan -‐ -‐ -‐ -‐ -‐ -‐

15,679,458 (535,533) 1,198,653 275,476 (593,510) 16,024,544

LIABILITIES


Property, plant & equipment 35,630,064 4,084,486 2,110,331 76,541 (5,864) 41,895,558

Investment property 4,918,103 399,737 451,241 -‐ -‐ 5,769,081

Provisions 382,471 (382,471) -‐ -‐ -‐ -‐

Pension plan 37,221 (37,221) -‐ -‐ -‐ -‐

40,967,859 4,064,531 2,561,572 76,541 (5,864) 47,664,639

NET DEFERRED TAX LIABILITY 25,288,401 4,600,064 1,362,919 (198,935) 587,646 31,640,095



F-‐42

CHF

Free

hold

land

B

uild

ings

P

lant

and

eq

uipm

ent

Furn

itur

e an

d fix

ture

s P

rope

rty

unde

r co

nstr

ucti

on

Ass

ets

unde

r fin

ance

leas

e To

tal

ACC

UM

ULA

TED

DEP

REC

IATI

ON

AN

D IM

PA

IRM

ENT

Bal

ance

at 1

Jan

uary

201

4 -‐

93,5

43,5

82

81,4

43,3

89

56,9

55,3

28

10,8

82,9

22

1,09

7,68

9 24

3,92

2,91

0

Transfer from

non

-‐current assets held fo

r sale

-‐ -‐

-‐ 244,552

-‐ -‐

244,552

Elim

inated

on disposals of assets

-‐ (14,140)

(6,765,529

) (922,844

) -‐

-‐ (7,702,513)

Derecog

nized on

loss of con

trol of sub

sidiaries

-‐ (1,255,945)

(2,522,606

) (2,848,529

) -‐

-‐ (6,627,080)

Depreciation expense

-‐ 8,68

5,229

9,92

5,531

6,084,812

-‐ 393,202

25,088,774

Reversal of impairm

ent loss

-‐ -‐

-‐ -‐

(4,136,569

) -‐

(4,136,569

)

Foreign currency exchang

e differences

-‐ 10,143,695

8,49

1,90

7 4,206,122

909,445

-‐ 23,751,169

Bal

ance

at 1

Jan

uary

201

5 -‐

111,

102,

421

90,5

72,6

92

63,7

19,4

41

7,65

5,79

8 1,

490,

891

274,

541,

243

Elim

inated

on disposals of assets

-‐ (1,437,422)

(226

,224)

(667,994

)

-‐ (2,331,640)

Derecog

nized on

loss of con

trol of sub

sidiaries

-‐ (2,275,631)

(704,664

) (883,447)

-‐

(3,863,742)

Transfer to

inventory (note 22)

-‐ (615,534)

(2,517)

(2,491)

-‐ -‐

(620,542)

Depreciation expense

-‐ 14,576,079

8,750,828

5,015,367

393,202

28,735,476

Impairm

ent loss (note 10)

-‐ -‐

-‐ -‐

9,128,90

2 -‐

9,128,90

2


e differences

-‐ (9,747,965)

(7,440,246

) (3,250,796

) (498

,572)

-‐ (20,937,579)

Bal

ance

at 3

1 D

ecem

ber 2

015

-‐ 11

1,60

1,94

8 90

,949

,869

63

,930

,080

16

,286

,128

1,

884,

093

284,

652,

118

CAR

RY

ING

AM

OU

NT

At 31 Decem

ber 2

014

134,978,327

520,201,593

32,998

,451

18,802,987

174,332,92

7 5,445,332

886,759,617

At 3

1 D

ecem

ber 2

015

125,

736,

348

481,

873,

581

28,0

97,6

94

11,0

06,0

47

288,

590,

668

5,05

2,13

0 94

0,35

6,46

8 At 31 Decem

ber 2

015, property, plant and

equ

ipment (PP

E) of the Group

with

a carrying am

ount of C

HF 96

.6 m

illion (31 Decem

ber 2

014: CHF 91.6 m

illion) were pled

ged to secure bo

rrow

ings of the

Group

as de

scrib

ed in note 31. See note 11 fo

r the capita

lized

finance cost during the year.

In 2015, im

pairm

ent losses on

property un

der con

struction of CHF 9.1 million were recogn

ised

on de

velopm

ent p

rojects.

The im

pairm

ent review of the Eco Bos project in th

e UK in 2014 resulte

d in a partia

l reversal of the previou

s year im

pairm

ent o

f capita

lized

plann

ing costs of CHF 4.1 million. The re

ason

for the

reversal is th

at th

e company has made sign

ificant progress as it has started

to sub

mit the need

ed docum

entatio

n for o

btaining

the planning

permission

s with

governm

ent. In 2013 an im

pairm

ent

loss of C

HF 10.9 million was recogn

ised

.

F-‐41

15 P

RO

PER

TY, P

LAN

T A

ND

EQ

UIP

MEN

T

CHF

Free

hold

land

B

uild

ings

P

lant

and

eq

uipm

ent

Furn

itur

e an

d fix

ture

s P

rope

rty

unde

r co

nstr

ucti

on

Ass

ets

unde

r fin

ance

leas

e To

tal

COST

Bal

ance

at 1

Jan

uary

201

4 12

0,75

7,55

7 48

2,84

3,25

2 11

6,06

4,93

2 71

,325

,436

21

2,98

7,73

1 6,

936,

223

1,01

0,91

5,13

1

Add

ition

s 14,379

2,052,424

211,276

2,280,024

39,194

,574

-‐ 43,752,677

Transfer from

inventory

-‐ 17,488,373

-‐ -‐

13,093,306

-‐

30,581,679

Transfer from

property un

der con

struction

53,263

78,757,174

9,118,286

4,475,547

(92,404,270)

-‐ -‐

Transfer from

non

-‐current assets held fo

r sale

-‐ -‐

-‐ 711,29

0 -‐

-‐ 711,29

0

Dispo

sals

(304,671)

(265,574)

(9,381,654)

(1,357,848)

-‐ -‐

(11,309,747)

Derecog

nized on

loss of con

trol of sub

sidiaries

(57,420)

(1,961,863)

(3,132,716)

(2,942,158)

(2,131,525)

-‐ (10,225,68

2)


e differences

14,515,219

52,390

,228

10,691,019

8,030,137

11,248,909

-‐

96,875,512

Bal

ance

at 1

Jan

uary

201

5 13

4,97

8,32

7 63

1,30

4,01

4 12

3,57

1,14

3 82

,522

,428

18

1,98

8,72

5 6,

936,

223

1,16

1,30

0,86

0

Add

ition

s 376,374

7,746,110

4,164,94

1 1,338,878

54,250,533

-‐ 67,876,836

Transfer from

inventory (note 22)

-‐ -‐

-‐ -‐

90,795,956

-‐ 90

,795,956

Transfer to

inventory (note 22)

(321,024)

(2,871,954)

(18,745)

(18,284)

-‐ -‐

(3,230,007)

Transfer from

property un

der con

struction

22,581

14,869

,970

630,26

7 7,400

(15,530,218)

-‐ -‐

Dispo

sals

(218,053)

(1,656,363)

(227,129

) (721,758)

-‐ -‐

(2,823,303)

Derecog

nized on

loss of con

trol of sub

sidiaries

(623,593)

(16,027,886)

(960

,305)

(1,266

,245)

-‐ -‐

(18,878,029)


e differences

(8,478,264

) (39,888,362)

(8,112,609

) (6,926

,292

) (6,628,200)

-‐ (70,033,727)

Bal

ance

at 3

1 D

ecem

ber 2

015

125,

736,

348

593,

475,

529

119,

047,

563

74,9

36,1

27

304,

876,

796

6,93

6,22

3 1,

225,

008,

586



F-‐44

17.1 Allocation of goodwill to cash-‐generating units Annual test for impairment

An impairment test of goodwill was performed by the Group in order to assess the recoverable amount of its goodwill. No impairment was recorded as a result of this test. All cash-‐generating units were tested for impairment using the Discounted Cash Flow (DCF) method in accordance with IFRS.

The Group’s business segments have been identified as cash–generating units. The DCF model utilized to evaluate the recoverable amounts of these units was based on a five year projection period. A further description of the assumptions used in the model is given in the following paragraphs.

The carrying amount of goodwill that has been allocated for impairment testing purposes is as follows:

CHF Segment 2015 2014

Hotel companies * Hotels 6,476,682 7,109,426

6,476,682 7,109,426

*Each subsidiary considered separately

Hotels

As already mentioned, Egypt has been on the brink of social and political turmoil in the past few years. While the Egyptian uprising has come with the promise of major political reform, it has led to the temporary disruption of economic activity. Looking beyond the current crisis, Egypt can benefit from maintaining its current momentum towards economic liberalization, privatization, and a more efficient government. This will improve Egypt’s economic position and help foster a sustained growth once the inevitable global economic upturn materializes. In light of the previously mentioned analysis, the impairment model has taken the current economic situation of Egypt into close consideration.

The recoverable amount of each cash-‐generating unit has been determined based on a value in use calculation which uses cash flow projections based on the financial budgets approved by management covering a ten-‐year period that consists of two phases. The first phase shows the evolving status of the hotel segment indicated by being back to the operating levels of the year 2010. And the second phase shows steady performance of the hotel operations. An average discount rate of 18.1% per annum (2014: 19.5% per annum) was used for the value in use calculation. The discount rate is based on a risk free post-‐tax interest rate of 12.3% (the pre-‐tax risk free rate used is 15.4%; applying the 20% Egyptian tax rate for sovereign bonds, the post-‐tax risk free rate of 12.3% resulted), a beta of 0.83 as well as a risk premium of 7.0%. For the terminal value calculation, a terminal growth rate of 3% was used.

Sensitivity analysis, where the average discount rate was increased by 4.5% and the growth rate reduced by 0.5%, which according to management is a reasonably possible change in key assumptions, did not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-‐generating unit.

Furthermore, management believes that any reasonably possible change in the key assumptions (sensitivity analysis) on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-‐generating unit.

F-‐43

16 INVESTMENT PROPERTY The following table summarizes movements, which have occurred, during the current reporting period, on the carrying amount of investment property.

CHF 2015 2014

FAIR VALUE OF COMPLETED INVESTMENT PROPERTY

Balance at the beginning of the year 11,922,802 9,986,618

Revaluation gain 118,103 1,011,232

Foreign currency translation adjustment (1,059,353) 924,952

Balance at the end of the year 10,981,552 11,922,802

The fair values at 31 December 2015 were determined based on an internal valuation model performed by Group management. The last external valuations were prepared as at 31 December 2012 by Fincorp, an accredited valuation specialist in Egypt. In estimating the fair value of the investment properties, management considers the current use of the properties as their highest and best use.

The internal valuation model relies on the Discounted Cash Flow (DCF) method to determine the fair value of the investment property. The Discounted Cash Flow (DCF) approach describes a method to value the investment property using the concepts of the time value of money. All future cash flows are estimated and discounted to give them a present value. This valuation method is in conformity with the International Valuation Standards. The same method was used for any previous external valuations. As investment property only consists of a few properties in Egypt, management has decided to use an internal valuation model due to efficiency and cost saving reasons.

For the valuation of the investment property which is situated in Egypt the model used cash flow projections based on financial budgets for the next five years and an average discount rate of 19.5% (cost of equity). For the terminal value a perpetual growth rate of 3% was used. In 2014 an average discount rate of 19.5% and a perpetual growth rate of 3% were used.

All of the Group’s investment property is held under freehold interests. The following table summarizes income and direct operating expenses from investment properties rented out to third parties.

CHF 2015 2014

Rental income from investment properties (i) 4,242,564 6,596,832

Direct operating expenses (including repairs and maintenance) arising from investment properties that generated rental income during the period

324,810 167,887

(i) See note 7.1 for further information on the Group’s rental income.

17 GOODWILL

CHF 2015 2014

Cost 6,476,682 7,109,426

Accumulated impairment losses -‐ -‐

Carrying amount at end of year 6,476,682 7,109,426

CHF 2015 2014

COST

Balance at beginning of year 7,109,426 6,553,348

Effect of foreign currency exchange differences (632,744) 556,078

Balance at end of year 6,476,682 7,109,426



F-‐46

Country – Company name Domicile FC Share/paid

in capital

Proportion of ownership interest and voting power held by the Group

Segment

HO* R&C LS DM Other HQ

Montenegro

Lustica Development Ad Podgorica Podgo-‐rica

EUR 11,025,000 90.90%

Morocco

Oued Chibika Development (SA) Casa-‐blanca

MAD 367,420,258 55.00%

Chbika Rive Hotel Casa-‐blanca

MAD 66,000,000 100.00% UC

Oman Madrakah Hotels Management Company LLC

Muscat OMR 4,350,000 70.00%

Muriya Tourism Development Company (S.A.O.C)

Muscat OMR 25,525,800 70.00%

Salalah Beach Tourism Development Company (S.A.O.C)

Muscat OMR 35,922,530 70.00%

Sifah Tourism Development Company (S.A.O.C)

Muscat OMR 42,947,800 70.00%

Soda Tourism Development Co. 1) Muscat OMR 12,646,260 49.00%

Wateera Property Management Company LLC

Muscat OMR 270,000 70.00%

United Arab Emirates

RAK Tourism Investment FZC Ras al Khaimah

AED 7,300,000 73.00% 5

United Kingdom Eco-‐Bos Development Limited Cornwall GBP 10,000,000 75.00%

1) The Group has control over Soda Tourism Development Company as one of Group’s subsidiaries holds a 70% interest.

Abbreviations:

HO Hotels

R&C Real estate and construction

LS Land sales

DM Destination management

HQ Headquarter or not yet operational

Other Other operations

* Number of stars the hotel holds

UC Hotel under construction

F-‐45

18 SUBSIDIARIES

The Group has control over all the subsidiaries below either directly or indirectly through subsidiaries controlled by the Parent Company. Details of the Group’s significant subsidiaries at the end of the reporting period are as follows:

Country – Company name Domicile FC Share/paid-‐ in capital

Proportion of ownership interest and voting power held by the Group

Segment

HO* R&C LS DM Other HQ

Egypt

Abu Tig for Hotels Company Red Sea EGP 3,412,500 84.54% 2

Accasia for Hotels Company Cairo EGP 25,000,000 84.54% 5

Arena for Hotels Company S.A.E Cairo EGP 20,000,000 100.00% 4

Azur for Floating Hotels Company S.A.E (ii)

Cairo EGP 3,000,000 43.24% 5

Captain for Hotels Company Red Sea EGP 768,750 84.54% 3

El Dawar for Hotels Company Cairo EGP 9,560,000 84.54% 3

El Khamsa for Hotels & Touristic Establishments

Red Sea EGP 48,000,000 84.51%

El Golf for Hotels Company & Touristic Establishments

Cairo EGP 22,000,000 84.54% 5

El Gouna for Hotels Company S.A.E Cairo EGP 79,560,000 59.78% 5

El Gouna Hospital Company Red Sea EGP 19,000,000 64.02%

El Gouna Services Company Red Sea EGP 250,000 84.79%

El Mounira for Hotels Company S.A.E Red Sea EGP 14,000,000 63.35% 4 El Tebah for Hotels & Touristic Establishments Company

Cairo EGP 52,000,000 59.77% 5

El Wekala for Hotels Company Cairo EGP 39,000,000 63.56% 4 International Company for Taba Touristic Projects (Taba Resorts)

Cairo EGP 96,000,000 54.84% 5

International Hotel Holding Cairo EGP 452,367,300 84.54%

Marina 2 for Hotels & Touristic Establishments Company

Cairo EGP 19,250,000 50.72% 4

Marina 3 for Hotels & Touristic Establishments Company

Cairo EGP 26,000,000 84.54% 4

Med Taba for Hotels Company S.A.E Cairo EGP 51,000,000 56.61% 4 Misr El Fayoum for Touristic Development Company S.A.E

Cairo EGP 28,000,000 57.03%

Mokbela for Hotels Company S.A.E Cairo EGP 85,000,000 69.62% 5

Orascom Hotels & Development S.A.E Cairo EGP 1,108,307,375 84.79%

Orascom Housing Company Cairo EGP 22,000,000 84.79% Paradisio for Hotels & Touristic Establishments Company S.A.E

Red Sea EGP 18,500,000 84.54% 4

Rihana for Hotels Company S.A.E Red Sea EGP 13,000,000 50.72% 4

Roaya for Tourist & Real Estate Development SAE

Red Sea EGP 50,000,000 63.15%

Royal for Investment & Touristic Development S.A.E

Cairo EGP 50,000,000 50.71% 4

Taba First Hotel Company S.A.E Cairo EGP 105,000,000 50.68% 5

Taba Heights Company S.A.E South Sinai

EGP 157,510,000 83.94%

Tamweel Leasing Finance Co. ILC Cairo EGP 50,000,000 73.08%

Tamweel Mortgage Finance Company S.A.E

Cairo EGP 100,000,000 74.18%

Tawila for Hotel Company S.A.E Cairo EGP 68,000,000 84.54% 5



F-‐48

19 INVESTMENTS IN ASSOCIATES Details of the Group’s associates at the end of the reporting period are as follows:

Name of associate Place of incorporation

Proportion of ownership interest and voting

power held by the Group

Carrying value (CHF )

2015 2015 2014

Andermatt Swiss Alps AG (i) Switzerland 49.00% 73,231,607 90,196,802

Orascom Housing Communities (ii) Cairo 35.25% 12,423,795 16,029,990

Jordan Company for Projects and Touristic Development (iii)

Jordan 18.33% 15,023,428 5,308,110

Orascom for Housing and Establishments (iv) Cairo 39.90% -‐ -‐

International Stock Company for Floating Hotels & Touristic Establishments (v)

Cairo 30.00% -‐ -‐

Mirotel for Floating Hotels Company (v) Cairo 30.00% -‐ -‐

Tarot Garranah & Merotil for Floating Hotels (v) Cairo 30.00% -‐ -‐

Tarot Tours Company (Garranah) S.A.E (v) Cairo 30.00% -‐ -‐

Al Tarek for Tourist & Hotel Cruises (v) Cairo 30.00% -‐ -‐

TOTAL 100,678,830 111,534,902

The Group measures all its associates using the equity method of accounting as described in policy 3.5 of the notes to the consolidated financial statements. None of the Group’s equity-‐method investments are listed on Stock Exchanges and, accordingly, they do not have quoted market prices. Management considers ASA, OHC and JPTD as the only associate that are material to the Group. The Group did not receive any dividends during the current year from its material investments (2014: none).

The Group has stopped recognizing its share of losses of its other immaterial associates. The Group’s unrecognized share of losses amounts to CHF 1,410,287 and CHF 1,578,416 both for the current year and cumulatively as of 31 December 2015.

(i) Andermatt Swiss Alps AG

On 25 June 2013 the Group lost control over Andermatt Swiss Alps AG (“ASA”) due to various capital increases in ASA in which the Group did not fully participate. With a remaining share of interest of 49% in ASA, the investment is classified as investment in associates.

The fair value of ASA on initial recognition as investment in associates is based on a third-‐party valuation which supported the transaction price paid by Mr. Samih Sawiris.

ASA is not subject to any restrictions on transferring funds to ODH whether resulting from regulatory requirements, borrowing arrangements or contractual arrangements between ASA and ODH.

Summarised financial information in respect of ASA is set out below:

2015 2014

Current assets 268,316,841 282,957,256

Non-‐current assets 199,520,699 188,639,391

Current liabilities (87,544,353) (158,352,780)

Non-‐current liabilities (242,714,164) (140,147,295)

Net assets 137,579,023 173,096,572

Revenue for the period 144,935,056 107,576,494

(Loss) for the period (34,622,848) (17,495,386)

Other comprehensive income for the period -‐ (629,265)

Total comprehensive income for the period (34,622,848) (18,124,651)

Group’s share of comprehensive income for the period (16,965,195) (8,881,079)

F-‐47

18.1. Details of non-‐wholly owned subsidiaries that have material non-‐controlling interests The table below shows details of non-‐wholly owned subsidiaries of the Group that have material non-‐controlling interests. The assessment whether a non-‐controlling interest is material is based on the carrying amounts of such non-‐controlling interests.

Name of subsidiary

Proportion of ownership interest and voting power held by non-‐controlling

interests

Profit/(loss) allocated to non-‐controlling interests

Accumulated non-‐controlling interests

31/12/2015 31/12/2014 31/12/2015 31/12/2014 31/12/2015 31/12/2014

Orascom Hotels & Development S.A.E.

15.21% 00.32% 3,913,622 41,355 60,994,701 71,538,235

Sifah Tourism Development Co. 30.00% 30.00% (2,251,412) (1,353,085) 32,966,201 33,934,956

RAK Tourism Investment FZC 27.00% 27.00% 169,025 625,824 13,183,421 13,052,857

Individually immaterial subsidiaries with non-‐controlling interests 124,983,291 81,930,303

TOTAL 232,127,614 200,456,351

Summarised financial information in respect of each of the Group’s subsidiaries that has material non-‐controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations.

OHD Sifah RAK

31/12/2015 31/12/2014 31/12/2015 31/12/2014 31/12/2015 31/12/2014

Current assets 318,967,439 363,911,783 85,669,322 141,168,864 8,217,637 10,016,995

Non-‐current assets 628,500,084 632,653,166 95,806,790 44,382,705 71,372,126 67,557,216

Current liabilities (415,421,855) (413,511,412) (71,535,970) (72,389,577) (22,285,315) (15,055,296)

Non-‐current liabilities (190,844,391) (235,746,401) (52,789) (45,471) (8,476,964) (14,175,000)

Equity attributable to owners (280,206,576) (275,768,901) (76,921,152) (79,181,565) (35,644,063) (35,291,058)

Non-‐controlling interests (60,994,701) (71,538,235) (32,966,201) (33,934,956) (13,183,421) (13,052,857)

Revenue 221,281,224 185,340,445 6,447,898 8,675,599 26,791,095 27,304,223

Profit/(loss) for the year 25,730,582 12,923,325 (7,504,705) (4,510,282) 626,017 2,317,865

attributable to owners 21,816,960 12,881,970 (5,253,293) (3,157,197) 456,992 1,692,041 attributable to non-‐controlling interests

3,913,622 41,355 (2,251,412) (1,353,085) 169,025 625,824

Other comprehensive income for the year

(41,761,546) 31,402,548 (1,056,955) (482,760) (146,033) 193,556

attributable to owners (35,409,615) 31,302,060 (739,869) (337,932) (106,604) 141,296 attributable to non-‐controlling interests

(6,351,931) 100,488 (317,086) (144,828) (39,429) 52,260

Total comprehensive income for the year

(16,030,964) 44,325,873 (8,561,660) (4,993,042) 479,984 2,511,421

attributable to owners (13,592,655) 44,184,030 (5,993,162) (3,495,129) 350,388 1,833,337 attributable to non-‐controlling interests

(2,438,309) 141,843 (2,568,498) (1,497,913) 129,596 678,084

Net cash inflow/(outflow) 44,672,265 27,448,148 (509,122) (47,864) (1,972,356) 4,897,974

from operating activities 78,999,480 31,948,763 (6,349,682) (38,415,439) 3,355,039 5,135,105

from investing activities (20,342,088) (11,525,632) -‐ -‐ (5,327,395) (237,131)

from financing activities (13,985,127) 7,025,017 5,840,560 38,367,575 -‐ -‐

Except for exchange differences arising on translating the foreign operations there are no other items of other comprehensive income.

18.2 Changes in the Group’s ownership interests which have occurred during the year In 2015, the Group has sold a 15% stake in its Egyptian subsidiary Orascom Hotels and Development S.A.E. (refer to note 30 for further details). Further, the Group has lost control over its investment in Golden Beach for Hotels Company, Jordan, to an associated company of the Group (refer to note 35 for further details.



F-‐50

Summarised financial information in respect of JPTD is set out below:

2015 2014

Current assets 45,953,706 45,751,805




Net assets 29,419,372 31,829,072


Profit/(loss) for the period (2,076,051) (149,904)

Other comprehensive income for the period -‐ -‐

Total comprehensive income for the period (2,076,051) (149,904)

Group’s share of comprehensive income for the period (324,694) (23,445)

(iv) Orascom for Housing and Establishment

The company develops real estate and housing projects located in Egypt for the low cost sector. The proportion of ownership interest held by the Group at 31 December 2015 is unchanged to prior year. In previous years, the investment was reduced to CHF nil as the losses in their last financial statements exceeded the carrying amount of the investment.

(v) ODH investments in Garranah Group subsidiaries

The Group continues to hold a 30% interest in the four operating floating hotels and a tour operator entity of the Garranah Group. In previous years, the carrying amount of the investments in Garranah was fully impaired.

20 NON-‐CURRENT RECEIVABLES

CHF 2015 2014

Trade receivables 105,547,136 43,506,645

Notes receivable 19,359,071 14,784,281

TOTAL 124,906,207 58,290,926 Non-‐current receivables include long term receivables for land and real estate contracts, which will be collected over an average collecting period of 5.5 years (2014: 5.5 years). None of these non-‐current receivables is impaired and/or overdue.

The increase in non-‐current receivables is mainly due to sale of land in 2015 (refer to note 7.5 for further details as well as reclassifications from current receivables..

In 2015, Tamweel Mortgage Finance Company S.A.E. has pledged trade receivable with carrying amount of CHF 26,557,579 (2014: CHF 27,549,223 to secure borrowings (note 31).

F-‐49

Reconciliation of the above summarised financial information to the carrying amount of the interest in ASA recognised in the consolidated financial statements:

2015 2014

Net assets of the associate over Group level 149,452,258 184,075,106

Proportion of the Group’s ownership interest in ASA 49% 49%

Carrying amount of the Group’s interest in ASA 73,231,607 90,196,802

(ii) Orascom Housing Communities (“OHC”)

In June 2014 the Group lost control over OHC as they did not participate in the capital increase of OHC. With a remaining share of interest of 35.25% in OHC, the investment is classified as investment in associates. For further details regarding the capital increase and the corresponding deemed loss of control please refer to note 36.

The fair value of OHC on initial recognition as investment in associates is based on a fair value which has been determined by Fincorp, an accredited valuation specialist in Egypt, using a DCF model. With a remaining share of interest of 35.25% the fair value on initial recognition as at 30 June 2014 is CHF 14.6 million. The corresponding gain on deemed loss of control is recognised as other gains and losses in the statement of comprehensive income (note 10).

Summarised financial information in respect of OHC is set out below:

2015 2014

Current assets 83,877,929 79,379,143




Net assets 13,718,102 22,998,256


Profit/(loss) for the period (6,091,785) (1,018,677)

Other comprehensive income for the period -‐ -‐

Total comprehensive income for the period (6,091,785) (1,018,677)

Group’s share of comprehensive income for the period (2,147,079) (359,084)

Reconciliation of the above summarised financial information to the carrying amount of the interest in OHC recognised in the consolidated financial statements:

2015 2014

Net assets of the associate over Group level 35,244,809 45,475,149

Proportion of the Group’s ownership interest in OHC 35.25% 35.25%

Carrying amount of the Group’s interest in ASA 12,423,795 16,029,990

(iii) Jordan Company for Projects and Touristic Development (JPTD)

JPTD is investing in property, destination management and development in Aqaba in Jordon. Since 2008 the Group exercised significant influence with their two active board members out of eleven leading to changes in the JPTD’s Executive Management and provision of essential technical information. The proportion of ownership interest held by the Group at 31 December 2015 was increased from 15.64% to 18.33% by acquiring new shares in the amount of CHF 10.2 million. The carrying amount further increased by foreign currency exchange gains of CHF 0.6 million. This increase was partly reduced by share of losses of CHF 0.3 million.



F-‐52

(ii) In 2008, the finance leases between OHD and General Authority for Touristic and Development (“GATD”) in Egypt for development of land were terminated and replaced with purchase agreements with GATD. On May 2008, OHD signed a new purchase agreement with GATD to purchase a plot of land and paid a down payment of 27% and the remaining balance is payable in equal annual instalment commencing upon the expiry of the grace period of three years. In addition, OHD is required to pay an annual interest at the rate of 5% after the grace period with each instalment.

The value of land shown above is for those plots of land assigned for development and not yet sold by OHD.

(iii) This amount includes hotels inventory of CHF 19.7 million (2014: CHF 17.5 million) as well as completed but unsold units of CHF 15.8 million (2014: CHF 18.5 million)

In 2015, no impairment was necessary. In 2014, an impairment of CHF 1.1 was made in relation to Omani land.

23 TRADE AND OTHER RECEIVABLES

CHF 2015 2014

Trade receivables (i) 53,292,676 90,509,359

Notes receivable 29,081,185 28,044,906

Allowance for doubtful debts (see below) (20,959,808) (29,911,892)

TOTAL 61,414,053 88,642,373

(i) Trade and other receivables decreased by CHF 27.2 million due to reclassification into non-‐current receivables as well as foreign currency translation losses due to the strengthening of the Swiss Franc (note 28.6). The decrease was partly netted of by an increase due to increased operating activities. The average credit period on sales of real-‐estate is 5.5 years. No contractual interest is charged on trade receivables arising from the sale of real estate units. Interest is only charged in case of customers default. The Group has recognised an allowance for doubtful debts of 25% (2014: 22%) based on individual bad debts and allowances due to past due amounts. Allowances for doubtful debts are recognised against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty's current financial position.

Movement in the allowance for doubtful debt:

CHF 2015 2014

Balance at beginning of year (29,911,892) (25,971,712)

Impairment losses recognised on receivables (2,172,965) (1,838,562)

Amounts written off during the year as uncollectable 8,933,851 384,335

Impairment losses reversed (allowance no longer used) 113,506 691,934

Reclassified (from)/to assets held for sale -‐ (678,031)

Foreign exchange translation gains and losses 2,077,692 (2,499,856)

Balance at end of year (20,959,808) (29,911,892)

Included in the Group’s trade and other receivable balance are debtors with a carrying amount of CHF 36.8 million (2014: CHF 33.7 million) which are past due but not impaired at the reporting date. The Group has not built an allowance for impairment loss for the past due amounts reported below as there has not been a significant change in credit quality and the amounts are still considered recoverable (see note 38).

Aging of receivables that are past due but not impaired:

CHF 2015 2014

Less than 30 days 10,288,904 9,397,861

Between 30 to 60 days 5,795,001 5,667,716

Between 60 to 90 days 3,754,133 3,462,440

Between 90 to 120 days 2,387,209 1,665,947

More than 120 days 14,593,637 13,492,192

TOTAL 36,818,884 33,686,156

F-‐51

21 OTHER FINANCIAL ASSETS Details of the Group’s other financial assets are as follows:

CHF Current Non-‐current

2015 2014 2015 2014

Financial assets carried at fair value through profit or loss (FVTPL) Held for trading non-‐derivative financial assets -‐ certificates of mutual funds

-‐ 466 -‐ -‐

Financial assets carried at fair value through other comprehensive income (FVTOCI)

Nasr City company for Housing & Development (N.C.H.R.) -‐ -‐ 3,771 3,574 Egyptian Resort Company (i) -‐ -‐ 5,030,403 8,017,512 Reclaim Limited -‐ -‐ 561,271 1,183,019 Falcon for Hotels SAE (ii) -‐ -‐ -‐ -‐ Camps and Lodges Company -‐ -‐ 31,680 34,775 Palestine for Tourism Investment Company -‐ -‐ 21,703 23,824 El Koseir Company -‐ -‐ 431 473

Financial assets carried at amortized cost Bonds issued by the Egyptian Government (11.50%, November 2016)

3,121,781 3,245,094 -‐ -‐

Bonds issued by the Egyptian Government (11.30%, November 2016)

422,591 417,186 -‐ -‐

TOTAL 3,544,372 3,662,746 5,649,259 9,263,177

(i) Egyptian Resort Company

The investment in Egyptian Resort Company (“ERC”), which is listed in EGX, remains unchanged to prior year. The company is acting as the developer of the hotel and real estate project in Sahel Hashish (Egypt). Since March 2011, ERC is involved in a dispute with the General Authority for Tourism and Development (“GATD”).

In line with the generally negative market environment, the share price of the Egyptian Resort Company, the Group’s most significant financial assets carried at FVTOCI, has decreased by 37% in 2015 after it witnessed significant gains in 2014. The decrease in the carrying value of Egyptian Resort Company shares held by the Group amounts to CHF 3.0 million of which CHF 2.9 million are recorded in net losses on financial assets at FVTOCI within other comprehensive income. The residual CHF 0.1 million are foreign currency exchange losses which are also shown within other comprehensive income.

(ii) Falcon Company for hotels

Based on the settlement with Falcon for Hotels S.A.E., which is further described in note 40, the investment with a fair value of CHF 17.8 million has been derecognised in the second quarter of 2014. Any gains from this settlement are shown within the statement of comprehensive income as other gains and losses (note 10).

22 INVENTORIES CHF 2015 2014

Construction work in progress (i) 92,775,132 200,114,687

Land held for development under purchase agreements (ii) 63,852,503 69,498,933

Other inventories (iii) 34,661,983 36,022,984

TOTAL 191,289,618 305,636,604

(i) This amount includes real estate construction work under progress. The real estate units are sold off plan. Part of the cost of

the development projects in Oman were defined as being infrastructure cost (i.e. public infrastructure, marina and golf course). Due to this change in future use, inventory of CHF 90.8 million were reclassified from inventory to property, plant and equipment as property under construction (note 15). The other main reasons for the decrease in inventory compared to 31 December 2014 are recognised revenue in Montenegro and foreign currency exchange losses due to the strengthening of the Swiss Franc. For further details on the net realisable value of construction work in progress refer to note 4.2.10.



F-‐8

February 2006 authorizing the company to issue 2 million shares at par to be used to allocate to employees and management team (see note 40). All of these shares were swapped at a rate of 1:10 for ODH shares in 2008. On one side payment of the share price was deferred and payback period was extended each year, on the other side employees and management were instructed not to sell their unpaid shares. Due to the fact that the share price decreased substantially since the allocation of the shares, provisions against these receivables were recognized in 2011 and 2012. In March 2013, the terms and conditions of the final settlement were ultimately determined by the Board of Directors based on the share price as at 31 December 2012. This resulted in a residual amount of CHF 303,283 (2014: 1,831,250) which is due from employees and management team including executive board members and a residual provision of CHF 303,283 (2014: CHF 1,068,750). All other amounts due were netted off.

26 CASH AND CASH EQUIVALENTS For the purposes of the consolidated cash flow statement, cash and cash equivalents include cash on hand, demand deposits and balances at banks. Cash equivalents are short-‐term, highly liquid investments of maturities of three months or less from the acquisition date, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Cash and cash equivalents at year end as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as follows:

CHF 2015 2014

Cash and cash equivalents 167,636,917 100,658,860

Balance at the end of the year 167,636,917 100,658,860

26.1 Management’s plans to manage liquidity shortages and related uncertainty Following the political turmoil in Egypt and other Arab countries the market segments where the group operates became severely affected. The Group’s real estate and hotel operations in Egypt initially suffered significantly. Oman destinations have been facing a reduction in tourism and real estate revenues due to secondary impact of the Arab spring and the slowdown of the Gulf Cooperation Council (GCC) economies; a trend that is now improving in the GCC countries. Accordingly, the operating cash flows of the group have significantly decreased in the last four years. Starting 2014, key indicators in the Group have started to show initial signs of slow recovery.

The current cash flows from normal operations are not, on their own, sufficient to finance the current operational costs, the capital expenditures commitment as well as the other planned but not committed investments in the Group’s destinations in addition to the debt repayment obligations.

Although there is certain flexibility in the timing of capital expenditures and management believes that debt repayment may be re-‐negotiated, there is a need to generate extra liquidity in addition to the operational cash flows.

The actions taken by the group so far towards managing this situation are as follows:

Commitment from Chairman

In April 2015 Mr. Samih Sawiris signed a letter of commitment in favour of the Group to avail up to CHF 50 million until the end of May 2016. Of the committed amount CHF 38.6 million were drawn-‐down by the Group until end of December 2015. Further, in April 2016 the Chairman renewed his commitment letter vowing to avail up to CHF 40 million until 31 May 2017 should the Group require it.

Monetization plan, financing and loans

Management has started monetization initiatives in 2012 to sell certain assets and implement other actions to generate cash. This has and will continue to free up cash to be injected into the business of the group. In 2015, management realized approximately CHF 60 million from relisting 15% of OHD’s equity on the Egyptian Stock Exchange (note 30). Also towards the end of 2015, ODH successfully completed a capital increase through the capitalization of CHF 84.2 million due to the Chairman and a cash injection of CHF 49.6 million (note 27.1).

Moreover, OHD – the largest subsidiary of ODH – has agreed in principal with all its short term lenders to reschedule its short term bank debt into an 8-‐year medium term loan with a 2-‐year grace period on principal repayments. The company is currently working with the medium-‐term lenders to extend the tenors of their loans by 7 years door to door with a corresponding 2-‐year grace period on principal repayments.

Management is continuously looking for local partner to inject funds into new projects in Oman and Montenegro. Further, management is considering to propose new financing structures on ODH level, including new debt, equity or structured equity instruments.

However, should the action steps under the monetization plan not be sufficient to fund the Group’s operations, then the group intends to postpone certain planned capital expenditure investments that are discretionary; such postponement of these projects will result in shifting their related revenues forward to the future until they are completed.

F-‐7

24 FINANCE LEASE RECEIVABLES

CHF 2015 2014

Current finance lease receivables 9,844,267 7,803,230

Non-‐current finance lease receivables 38,632,861 26,194,794

TOTAL 48,477,128 33,998,024

Finance lease receivables increased due to increase in operating activities of Tamweel Leasing Finance Co.

24.1 Leasing arrangements

Tamweel Leasing Finance Co., a subsidiary of the Group entered into finance lease arrangements for buildings, cars, equipment, computer hardware and software as a lessor. All leases are denominated in EGP. The average term of finance leases entered into was ten years.

24.2 Amounts receivable under finance lease

Minimum lease payments Present value of

minimum lease payments CHF 2015 2014 2015 2014

Not later than one year 23,540,730 12,944,312 9,844,267 7,803,230

Later than one year and not later than five years 44,768,780 33,144,465 37,151,394 25,410,143

Later than five years 1,731,267 901,380 1,481,467 784,651

70,040,777 46,990,157 48,477,128 33,998,024

Less: unearned finance income (21,563,649) (12,992,133) -‐ -‐

Present value of minimum lease payments 48,477,128 33,998,024 48,477,128 33,998,024

The interest rate inherent in the leases is fixed at the contract date for the entire lease term. The average effective interest rate contracted was approximately 15.5% (2014: 15.5%) per annum as at 31 December 2015.

The finance lease receivables as at 31 December 2015 included CHF 262,680 (2014: CHF 337,939) which were past due. None of these was impaired.

25 OTHER CURRENT ASSETS

CHF 2015 2014

Amounts due in relation to settlement with Falcon (note 40) 59,534,382 58,492,943

Other debit balances (i) 7,528,598 23,166,238

Advance to suppliers (ii) 10,011,045 6,131,464

Withholding tax 3,924,241 4,727,504

Deposit with others 3,592,506 3,502,719

Prepaid expenses 5,396,436 5,637,953

Prepaid sales commissions related to uncompleted units 5,932,142 4,110,723

Letters of guarantee – cash margin 1,348,799 624,879

Amounts due from employees and the management team (iii) 303,283 2,027,433

Accrued revenue 1,298,449 1,344,384

Cash imprest 594,790 325,493

Down payments for investments 37,637 41,313

TOTAL 99,502,308 110,133,046

(i) Compared to 31 December 2014, the decrease is mainly due to collection of insurance compensation of CHF 12.2 million in relation to the storms at Taba Heights, which was included in other debit balances as at 31 December 2014

(ii) Advance to suppliers relates to advances paid in Oman, Egypt and Montenegro. The increase is mainly due to an increase in advances in Montenegro and Oman.

(iii) This amount is due from employees and management team including executive board members as a result of receiving two million OHD shares in 2007. These shares were previously issued based on a general assembly resolution in OHD dated 13



F-‐10

28 RESERVES (NET OF INCOME TAX) CHF 2015 2014

Share premium (note 28.1) 98,570,244 243,799,019

Treasury shares (note 28.2) (3,268,681) (5,471,285)

Cash flow hedging reserve (note 28.3) -‐ -‐

Investments revaluation reserve (note 28.4) (14,590,160) (11,647,720)

General reserve (note 28.5) 4,916,868 4,916,868

Foreign currencies translation reserve (note 28.6) (275,993,824) (248,250,610)

Reserve from common control transactions (note 28.7) (98,692,949) (121,749,573)

Equity swap settlement (note 28.8) (2,114,229) (2,114,229)

TOTAL (291,172,731) (140,517,530)

28.1 Share premium

CHF 2015 2014


Issuance of ordinary shares (note 27.2) (141,452,006) -‐

Share capital increase costs (note 27.2) (3,776,769) -‐


Share premium decreased as the shares newly issued in 2015 were issued at a price below nominal. For further details refer to note 27.2

28.2 Treasury shares

CHF 2015 2014


Acquisition of treasury shares (i) -‐ (324,800)

Distribution of treasury shares (ii) 2,202,604 3,353,400


As of 31 December 2015, the Company owned 62,877 own shares (31 December 2014: 105,246). A total of 150,612 own shares were received in 2010 (26,171 shares) and 2013 (124,441 shares) as part of the compensation for the sale of the six percent stake in the former Garranah subsidiaries (note 28.8).

(i) On 13 May 2014 and 24 December 2014 a total of 14,000 own shares were acquired from employees resulting in an increase of the treasury shares of CHF 0.3 million.

(ii) In March and September 2015, ODH transferred a total of 42,369 own shares to the members of the Board of Directors as part of their remuneration (CHF 0.7 million). The treasury shares reserve, which values the shares at original purchase price (CHF 2.2 million), has been reduced accordingly and the resulting difference has been recognized as loss directly through retained earnings (CHF 1.5 million).

On 1 February 2014, ODH transferred 59,455 own shares to the members of the Board of Directors as part of their remuneration (CHF 0.9 million). The treasury shares reserve, which values the shares at original purchase price (CHF 3.4 million), has been reduced accordingly and the resulting difference has been recognized as loss directly through retained earnings (CHF 2.5 million) (note 29).

F-‐9

From an operational perspective management is still working on several cost saving initiatives that should generate further savings in overhead expenses, direct expenses and interest expenses. These initiatives target enhancing the performance of the group in certain segments where we believe that there is room for enhancement.

Management believes that these plans are sufficient to substantially mitigate the liquidity risk.

Given that there is a certain degree of uncertainty in major countries where the Group operates, namely Egypt and Oman, the loan from our Chairman as noted above is extended to support the company in the coming few months should such uncertainties prevail. However management keeps monitoring the events as they unfold in case further immediate action is required.

27 CAPITAL

27.1 Issued capital

CHF 2015 2014

Par value per share 23.20 CHF 23.20 CHF

Number of ordinary shares issued and fully paid 40,409,926 28,543,147

Issued capital 937,510,283 662,201,010

27.2 Fully paid ordinary shares In December 2015 the share capital was increased from CHF 662,201,010 to CHF 937,510,283 by issuing 11,866,779 ordinary shares at the par value per share of CHF 23.20. There were no changes to the share capital in the comparative financial year.

The new registered shares were offered at the offer price of CHF 11.28 per share at a slight premium to the 30 day Volume Weighted Average Price (VWAP). The exercise of 12 subscription rights entitled the holder the right to purchase 5 new shares against payment of the offer price. 66.6% of the subscription rights were exercised, corresponding to 7,903,387 new registered shares. 3,963,392 offered shares for which rights were not exercised were purchased by Samih Sawiris, through a controlled entity (SOS Holding), for an aggregate amount of CHF 44.7 million at the same conditions as for existing shareholders of the Company.

27.3 Authorized capital

The Board of Directors is authorized to increase the share capital of the Company by a maximum of CHF 10 million by issuing of up to 431,034 fully paid-‐up registered shares with a par value of CHF 23.20 each until 12 May 2016. A partial increase is permitted. 27.4 Conditional capital

The share capital may be increased by a maximum amount of CHF 130,489,699 through the issuance of up to 5,624,556 fully paid registered shares with a nominal value of CHF 23.20 each

a) up to the amount of CHF 14,489,699 corresponding to 624,556 fully paid registered shares through the exercise of option rights granted to the members of the Board and the management, further employees and / or advisors of the Parent Company or its subsidiaries.

b) up to the amount of CHF 116,000,000 corresponding to 5,000,000 fully paid registered shares through the exercise of conversion rights and / or warrants granted in connection with the issuance of newly or already issued bonds or other financial instruments by the Parent Company or one of its group companies.

The subscription rights of the shareholders shall be excluded. The Board of Directors shall determine the conditions of the option rights, the issue price, the dividend entitlements as well as the type of contribution.

At 31 December 2015, no option rights, conversion rights or warrants had been granted on that basis.

27.5 Significant shareholders The following significant shareholders are known to us

2015 2014

CHF Number of shares % Number of shares %

Samih Sawiris (i) 29,355,452 72.64% 17,921,069 62.78%

Janus Capital Management LLC 1,494,207 3.70% 1,600,547 5.61%

Others 9,560,267 23.66% 9,021,531 31.61%

TOTAL 40,409,926 100.00% 28,543,147 100.00%

(i) The shares of Samih Sawiris are held directly and through his entities Thursday Holding and SOS Holding.



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28.7 Reserve from common control transactions

CHF 2015 2014


Sale of 15% of OHD (note 30) 22,858,157

Non-‐controlling interests’ share in equity of consolidated subsidiaries 198,467 -‐


The reserve from common control transactions mainly relates to the restructuring of the group and the set up of a new holding company during May 2008. This new structure became effective by way of a share exchange between the shareholders of the initial holding company (OHD) and the new holding company (ODH). Following this acquisition through exchange of equity instruments, ODH became the parent of OHD with an ownership stake of 98.05%, later increased to 98.16% at 31 December 2008.

Whereas the new holding company (ODH) is ultimately owned and controlled by the same major shareholders, management decided that this Group reorganisation was for the purpose of capital restructuring and it has been accounted for as a continuation of the financial statements of the initial holding Group (OHD) in the 2008 consolidated financial statements

Management concluded that the above Group restructure is classified as a transaction under common control since the combining entities are ultimately controlled by the same parties both before and after the combination and that control is not transitory.

However, since IFRS 3 Business Combinations excludes from its scope business combinations involving entities or businesses under common control (common control transactions), IAS 8 requires management to develop and apply an accounting policy that results in information that is relevant and reliable.

Management used its judgment in developing and applying an accounting policy for common control transactions arising from the Group’s capital restructuring as follows:

− Recognition of the assets acquired and liabilities assumed of the initial holding Group (OHD) at their previous carrying amounts;

− Recognition of the difference between purchase consideration and the previous carrying amount of net assets acquired as an adjustment to equity;

− Transaction costs, which were incurred in relation to the issuance of ODH shares, have been recognised as a reduction to the reserve from common control transaction. Amount included in the consolidated statement of changes in equity.

28.8 Equity swap settlement

CHF 2015 2014



The consolidated statement of changes in equity includes a balance of CHF (2.1) million outstanding at 31 December 2015 which has originally arisen from the Group’s sale of the six percent stake in Garranah companies to the Garranah family during 2010. The unsettled consideration at 31 December 2012 amounted to CHF 10.6 million of which CHF 10.2 million were reported as a negative component in equity. The remaining balance arising from such sale of CHF 0.4 million was classified as trade and other receivables. On 12 November 2013, the Garranah family has settled part of the outstanding consideration by transferring 124,441 ODH shares. This led to a corresponding transfer of CHF 8.1 million from this reserve to treasury shares (note 28.2). The residual amount as at 31 December 2015 is due to EDRs which are held in an escrow account and remained unchanged since 31 December 2014.

29 RETAINED EARNINGS

CHF 2015 2014


Profit/(loss) attributable to owners of the Parent Company (19,052,959) 41,871,676

Remeasurement gain/(loss) on defined benefit obligation (304,423) 834,114

Distribution of treasury shares (note 28.2) (1,537,942) (2,461,575)


During 2014 and 2015 no dividends had been paid. In respect of the current year, the Board of Directors does not propose a dividend or a capital reduction to the shareholders at the Annual General Meeting.

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28.3 Cash flow hedging reserve

CHF 2015 2014

Balance at beginning of year -‐ (76,938)

Gain (loss) arising on changes in fair value of hedging instruments entered into for cash flow hedges

-‐ 76,938

Balance at end of year -‐ -‐

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated under the heading of cash flow hedging reserve will be reclassified to profit or loss only when the hedged transaction affects the profit or loss, or included as a basis adjustment to the non-‐financial hedged item, consistent with the relevant accounting policy. The only interest rate swap outstanding expired in June 2014.

28.4 Investments revaluation reserve

CHF 2015 2014


Net (loss) arising on revaluation of financial assets at FVTOCI (2,942,440) (859,630)


The investments revaluation reserve represents the cumulative gains and (losses) arising on the revaluation of financial assets at fair value through other comprehensive income (“FVTOCI”).

28.5 General reserve

CHF 2015 2014



On 3 December 2010, the Parent Company borrowed 1,286,353 ODH shares from Mr. Samih Sawiris free of charge under a securities lending agreement. These shares were intended to be used for the tender offer regarding the buy-‐out of the remaining shareholders of Orascom Hotels & Development SAE (OHD), a company listed at the EGX. The borrowed ODH shares were not accounted for as treasury shares by the Group, as Mr. Samih Sawiris retained the significant rights, such as dividend and voting rights, during the borrowing period as per contractual provisions. Under the above mentioned securities lending agreement the Parent Company has returned 330 029 of the borrowed ODH shares to Mr. Samih Sawiris on 28 July 2011 by way of capital increase, which is further explained in note 40. All of the remaining 956,324 shares, which were not used during the above mentioned tender offer, were returned to Mr. Samih Sawiris by 31 December 2013. The difference between the balance, which was reported in equity as “equity swap settlement”, measured at the fair value of the share at the end of the tender offer, and the fair value amount of the capital increase was recognised as ”general reserve”.

28.6 Foreign currencies translation reserve

CHF 2015 2014


Exchange differences arising on translating the foreign operations (27,743,214) 32,676,176

Exchange difference reclassified to profit or loss on disposal of foreign operations -‐ 2,783,403


Exchange differences relating to the translation of the results and net assets of the Group's foreign operations from their functional currencies to the Group's presentation currency (CHF) are recognized directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve in respect of translating the results and net assets of foreign operations are reclassified to profit or loss on the disposal and/or deemed loss of control of a foreign operation (refer to note 35 for further details on disposal of CMAR and note 36 for further details on deemed loss of control of OHC).

In 2015, the Swiss Franc was unchanged against the USD and strengthened against the Egyptian Pound by 10% which resulted in a net loss for the period of CHF 34.3 million. The strengthening of the Swiss Franc is mainly due to the decision of the Swiss National Bank to release the exchange rate ceiling against the Euro early in 2015.



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31.2 Breach of loan agreement

The Egyptian economy continued to suffer through 2015 as the security situation has not improved substantially. The tourism sector, the main pillar industry, did well up until Q4 2015, since when Egypt, the main contributor to the Group, has been greatly affected by the surrounding circumstances and this has had a direct adverse influence, reflected in the declining profitability and cash flow of the Group which was exacerbated by the plane crash over Sinai as a result of a terrorist attack and several local attacks in Hurghada. The latter did not only continue to have a negative effect on Taba Heights but affected our hotels operations in Makadi Bay as well. Our Hotel segment was especially affected in Q4 2015 post the said airplane crash incident.

Due to the aforementioned factors and the resulting low cash flow, the Group has simultaneously achieved the following in 2015:

− At the back of the earlier floods in 2014 which affected Taba Heights, the Group continued to capitalize both interest expense and postpone any principal repayments on all OHD debt until the end of Q1 2015 as previously agreed with all the banks in 2014. In April 2015, the Group paid down the capitalized interest expense amount of CHF 32.9 million from the proceeds of the OHD shares relisting as agreed with the banks. Since April the Group has met all OHD debt interest expense payments of CHF 17.9 million until the end of the year.

− As per the agreement with OHD lenders, the remaining cash from the OHD shares relisting (CHF 54.2m) will be used to pay down the bank debt balances of OHD on a pro-‐rata basis against converting the short term debt (overdrafts) into medium term loans with 2 years of grace period on principal repayments and 6 years of repayments and rescheduling the existing medium term loans into longer term loans with 2 years of grace on principal repayments and 5 years of repayments. The latter debt restructuring is expected to be finalized in Q2 2016.

− Whilst OHD lenders solicited credit approval on the suggested restructuring, all bank debt principal repayments were waived in 2015.

It is worth mentioning that in addition to the above, all covenant breaches were waived by all of OHD lenders for the year 2015.

As at 31 December 2014, the Group had also obtained financial covenant waiver from all of its banks for 2014.

32 TRADE AND OTHER PAYABLES

CHF 2015 2014

Non-‐current trade payables 17,128,923 23,074,081

Current trade and other payables 29,913,933 36,923,245

TOTAL 47,042,856 59,997,326

Trade and other payables decreased by CHF 13.0 million mainly due to foreign currency exchange differences based on the strengthening of the Swiss Franc (note 28.6). There were no other significant changes in 2015.

F-‐59

30 NON-‐CONTROLLING INTERESTS

CHF 2015 2014


Share of (loss)/profit for the year (3,466,342) (5,703,624)

Exchange differences arising on translation of foreign operations (6,463,029) 15,081,746

Sale of 15% interest in OHD (i) 36,147,080 -‐

Acquisition of non-‐controlling interests in consolidated subsidiaries (ii) (861,844) -‐

Other non-‐controlling interest share in equity of consolidated subsidiaries (iii) 6,315,398 11,023,360

Non-‐controlling interest share in equity of deconsolidated subsidiaries (iv) -‐ (38,919,843)


(i) On 4 January 2015 ODH completed the subscription in the public offering of its Egyptian subsidiary OHD, through the sale of 33,294,349 shares at a price of EGP 15.20 (approximately CHF 1.85) per share. The offering generated EGP 506.1 million (approximately CHF 61.5 million) in total proceeds for the Group. This is lower than the CHF 69.9 million announced earlier due to significant changes in the foreign currency exchange rate. Net proceeds were CHF 2.5 million lower due to transaction costs which were recognised directly through equity. The net gain from this transaction of CHF 22.9 million was recognised through reserve from common control transactions. As a result of strong investor demand (oversubscription of 3.8x in total), ODH elected to proceed with the sale of a 15% stake in OHD, which is the top end of the range approved by ODH’s Board of Directors. This transaction marks the return of OHD’s active trading on the EGX since 2008.

(ii) In 2015, the Group bought the remaining shares of Captain for Hotels Company (Egypt) from the non-‐controlling shareholders.

(iii) For 2014 the amount represents NCI share in capital increases mainly due to share contributions to Salalah and Sifah (Oman).

(iv) The amount represents the NCI share in CMAR which was deconsolidated in December 2014 (note 35)

31 BORROWINGS

Current Non-‐current

CHF 2015 2014 2015 2014

Secured -‐ at amortized cost

Credit facilities (i) 154,436,267 181,599,702 -‐ -‐

Bank loans (ii) 126,917,461 91,560,770 221,113,293 253,224,872

Finance lease (iii) 921,632 732,665 3,638,986 4,560,618

TOTAL 282,275,360 273,893,137 224,752,279 257,785,490

31.1 Summary of borrowing arrangements The weighted average contractual effective interest rate for all credit facilities and loans are 8.22% (2014: 8.12%). It is calculated by dividing the forecasted contractual interest expense due next year by the total outstanding credit facilities and bank loans at the end of the current reporting period. For a breakdown of debts bearing variable and fixed interest see note 38.10.1.

(i) Credit facilities used by the group are revolving facilities used to finance working capital requirements and they are available in multiple currencies. The average interest rate for the credit facilities for year 2015 is 9.62% (2014: 9.31%).

(ii) Bank loans are current and non-‐current loans and have in general variable interest rates including a mark up. Property, plant and equipment with a carrying amount of CHF 96.6 million (2014: CHF 91.6 million) and receivables with a carrying amount of CHF 26.6 million (2014: CHF 27.5 million) have been pledged to secure borrowings (see notes 15 and 23).

In 2015, borrowings decreased by CHF 24.7 million mainly due to the repayment of loans in Egypt, the disposal of Golden Beach (note 35) as well as foreign currency exchange differences. The decrease was partly set-‐off by new loan agreement in Egypt and Oman.



F-‐62

34 OTHER CURRENT LIABILITIES CHF 2015 2014

Advances from customers (i) 81,350,530 82,662,944

Other credit balances 20,739,655 16,358,884

Accrued expenses (ii) 23,545,811 35,399,070

Deposits from others 10,492,839 12,680,170

Taxes payable (other than income taxes) 8,442,156 8,615,329

Amounts due to shareholders (iii) 18,953,355 70,803,877

Due to management companies 1,115,462 1,192,406

TOTAL 164,639,808 227,712,680

(i) Advances from customers include amounts received (progress payments) from buyers of real estate units between the time of the initial agreement and contractual completion. The increase related to advances from customers in Montenegro, Oman and Egypt was netted off by foreign currency exchange gains based on the strengthening of the Swiss Frank (note 28.6).

(ii) Accrued expenses mainly include operating costs for the hotel and destination management activities. The decrease is mainly due to foreign currency exchange gains based on the strengthening of the Swiss Frank (note 28.6)

(iii) Amounts due to shareholders include amounts owed to Mr. Samih Sawiris in the total of CHF 17.3 million (2014: CHF 69.4 million) as well as amounts owed to other shareholders in the total of CHF 1.4 million (2014: CHF 1.4 million). In December 2015, the amount due to Mr. Samih Sawiris was reduced by CHF 84.2 through conversion into newly issued shares (refer to note 27.2 for further details on the capital increase.

35 DISPOSAL OF A SUBSIDIARY

35.1 Description of transactions 2015

During 2015, Jordan Company for Projects and Touristic Development (“JPTD”), an associate of the Group, purchased 100% of the shares of a subsidiary of the Group which holds 100% of the Golden Beach for Hotels Company (“Golden Beach”). Control of the Golden Beach Hotel was transferred on 24 June 2015 through change of possession and composition of Board of Directors of the Golden Beach for Hotels Company was changed to include representatives of JPTD. Since then all shares transactions have been completed and the cash has been received.

As Golden Beach and its Hotel do not represent a major line of business or a principal geographical area of operations of the Group, the sold operations are not recognized as discontinued operations".

2014

On 1 July 2014, the Group was successful in concluding a sales purchase agreement regarding CMAR with a third party and settlement agreements with the development banks were signed. After having received the approval of the Prime Minister of Mauritius as well as the Minister of Housing and Land of Mauritius before year end, the closing and final payment incurred in December 2014. Therefore, CMAR was deconsolidated at 31 December 2014. CMAR does not qualify as discontinued operation as it is neither a separate major line of business nor a geographical area of operations.

35.2 Consideration received 2015 2014

CHF Golden Beach CMAR

Consideration received in cash and cash equivalents 9,908,175 10,713,614

Consideration received as amounts due from buyers -‐ -‐

Total consideration received 9,908,175 10,713,614

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33 PROVISIONS


Current 82,521,775 83,456,576

Non-‐Current -‐ -‐

TOTAL 82,521,775 83,456,576

CHF Provision for infrastructure completion

Provision for legal cases

Provision for governmental

fees

Provision for employee benefits

Other provisions

Total

(i) (ii) (iii) (iv) (v)

Balance at 1 January 2015 19,476,345 19,367,498 7,053,785 5,630,546 31,928,402 83,456,576

Additional provisions recognized

319,123 1,095,161 -‐ 623,932 14,360,379 16,398,595

Provision reversed as no longer required

-‐ -‐ -‐ (265,317) (6,900,017) (7,165,334)

Reductions arising from payments

(2,120,385) (2,530,624) (101,083) (1,138,631) (1,434,909) (7,325,632)

Exchange differences (740,233) (273,021) (590,322) (20,026) (1,218,828) (2,842,430)

Balance at 31 December 2015

16,934,850 17,659,014 6,362,380 4,830,504 36,735,027 82,521,775

(i) Provision for infrastructure completion relates to committed cash outflows for the development of the necessary

infrastructure to make the project area that is usually located in remote regions, habitable and attractive. Such provisions are recorded for land and real estate sales on the date on which all the criteria for revenue recognition are met.

(ii) Provision for legal cases consists of expected cash outflows for the settlement of pending litigations. The decrease is primarily due to settlement of various legal cases.

(iii) Provision for government fees relates to cash outflows for fees due on the sale of land and / or any profit thereon which were recorded during the current year. Such provision is calculated and recorded using the locally enacted fee structures.

(iv) Provision for employee benefits partly relates to compulsory termination payments to foreign employees in Oman. The provision is based on their actual salaries. As the work permits for these employees are reconsidered by the Government on annual basis.

(v) This provision mainly includes charges, services and consultancy fees for the Group's current year's operations which have not yet been finally negotiated as well as provisions in relation to various assets of the Group. In addition it covers the Group’s exposures to tax risks.

Management annually reviews and adjusts these provisions based on the latest developments, discussions and agreements with the involved parties.



F-‐14

36.2 Analysis of assets and liabilities over which control was lost

2014

CHF OHC

Non-‐current assets

Property, plant and equipment 3,598,602

Trade and other receivables 2,238,437

Deferred tax assets 569,195

Current assets

Inventories 47,264,978

Trade and other receivables 936,915

Due from related parties 9,098,662

Other current assets 7,636,554

Cash and bank balances 2,686,167

Non-‐current liabilities

Borrowings (8,595,187)

Trade and other payables (1,787,157)

Deferred tax liabilities (5,624)

Current liabilities

Trade and other payables (1,781,229)

Current borrowings (6,971,059)

Due to related parties (17,873,132)

Provisions (8,985,239)

Other current liabilities (14,631,980) Net assets over which control was lost (including non-‐controlling interests of subsidiaries)

13,398,903

36.3 Gain from deemed loss of control

2014

CHF OHC

Group’s share of deconsolidated net assets over OHC Group 9,290,799

Adjustments on ODH Group level (2,216,946)

Foreign currency translation reserve recycled to profit or loss (1,892,791)

Net assets over which control was lost 5,181,062

Fair value of investment in associates 14,622,703

Gain from deemed loss of control 9,441,641

The gain from deemed loss of control, which represents the gain attributable to measuring the residual investment at fair value, is recognised in the statement of comprehensive income within “other gains and losses” (note 10).

36.4 Net cash outflow from deemed loss of control

2014

CHF OHC

Consideration paid in cash and cash equivalents -‐

Less: cash and cash equivalent balances disposed of (2,686,167)

Total net cash outflow (2,686,167)

F-‐13

35.3 Analysis of assets and liabilities over which control was lost

2015 2014


Non-‐current assets

Property, plant and equipment 15,014,287 -‐

Investment property -‐ 61,065,361

Current assets

Inventories 122,254 -‐

Trade and other receivables 224,906 -‐

Due from related parties 547,991 -‐

Other currents assets 36,800 1,360,773

Cash and bank balances 107,015 921,515

Non-‐current liabilities

Non-‐current borrowings (7,030,371) (14,603,343)

Deferred tax liabilities -‐ (4,337,073)

Current liabilities

Trade and other payables (258,337) -‐

Current borrowings (338,463) (2,905,358)

Other current liabilities (922,894) (614,554)

Net assets and non-‐controlling interests disposed of 7,503,188 40,887,321

35.4 Gain on disposal of subsidiaries

2015 2014


Fair value of consideration received 9,908,175 10,713,614

Net assets disposed of (7,503,188) (5,110,915)

Unrealised gains due to interests held through JPTD (376,135) -‐

Foreign currency translation reserve recycled to profit or loss (291,983) (890,612)

Gain on disposal 1,736,869 4,712,087

35.5 Net cash inflow on disposal of subsidiaries

2015 2014


Consideration received in cash and cash equivalents 9,908,175 10,713,614

Less: cash and cash equivalent balances disposed of (107,015) (921,515)

Total net cash inflow 9,801,160 9,792,099

36 DEEMED LOSS OF CONTROL OF SUBSIDIARY

36.1 Description of transactions In June 2014, the share capital of Orascom Housing Communities (“OHC”) was increased by EGP 180 million (CHF 22.3 million) from EGP 185 million (CHF 22.9 million) to EGP 365 million (CHF 45.2 million) through capital contribution from Mr. Samih Sawiris (refer to note 40). As the Group did not participate in the capital increase, their share of interest decreased from 69.34% to 35.25% which results in a loss of control. Therefore the investment was deconsolidated in Q2 2014 and is now classified as an investment in associates (for further details refer to note 19) as the Group still maintains significant influence in the investment.

As OHC and its subsidiaries do not represent a major line of business or a principal geographical area of operations of the Group, the sold operations are not recognized as discontinued operations.



F-‐66

Movements in the present value of the defined benefit obligation in the current year were as follows:

CHF 2015 2014

Opening defined benefit obligation 699,685 3,683,606

Current service cost 152,599 201,100

Past service cost 17,778

Interest expense on defined benefit obligation 14,872 53,859

Contributions from plan participants 100,271 123,136

Benefits (paid)/deposited 206,754 (2,531,664)

Remeasurement (gain)/loss on defined benefit obligation 304,921 (832,194)

Administration cost (excluding cost for managing plan assets) 349 1,842

Closing defined benefit obligation 1,497,229 699,685

Movements in the present value of the plan assets in the current period were as follows:

CHF 2015 2014

Opening fair value of plan assets 455,102 2,705,966

Interest income on plan assets 10,540 32,608

Return on plan assets excluding interest income 498 1,920

Contributions from the employer 100,271 123,136

Contributions from plan participants 100,271 123,136

Benefits (paid)/deposited 206,754 (2,531,664)

Closing fair value of plan assets 873,436 455,102

The respective insurance company is providing reinsurance of these assets and bears all market risk on these assets.

The actual return on plan assets was CHF 11,038 (2014: CHF 34,528).

The principal assumptions used for the purposes of the actuarial valuations were as follows:

2015 2014

Discount rates 0.90% 1.60%

Expected rates of salary increase 1.00% 1.00%

Expected pension increases 0.00% 0.00%

The following sensitivity analyses -‐ based on the principal assumptions -‐ have been determined based on reasonably possible changes to the assumptions occurring at the end of the reporting period:

If the discount rate would be 25 basis points (0.25 percent) higher (lower), the defined benefit obligation would decrease by CHF 1.4 million (increase by CHF 1.6 million if all other assumptions were held constant

If the expected salary growth would increase (decrease) by 0.25%, the defined benefit obligation would increase by CHF 1.5 million (decrease by CHF 1.5 million if all other assumptions were held constant

If the life expectancy would increase (decrease) with one year for both men and women, the defined benefit obligation would increase by CHF 1.5 million (decrease by CHF 1.5 million if all other assumptions were held constant

The average duration of the defined benefit obligation at the end of the reporting period is 18.5 years (2014: 17.5 years)

The Group expects to make a contribution of CHF 120,628 to the defined benefit plans during the next financial year (2014: CHF 88,801).

F-‐65

37 RETIREMENT BENEFIT PLANS

37.1 Defined benefit plans The Group operates fund defined benefit plans for qualifying employees in Switzerland. Under the plans, the employees are entitled to retirement benefits and risk insurance for death and disability. No other post-‐retirement benefits are provided to these employees. The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out on 31 December 2015.

Swiss pension plans need to be administered by a separate pension fund that is legally separated from the entity. The law prescribes certain minimum benefits.

The pension plans of the employees of the Swiss entities are carried out by collective funds with Allianz Suisse Lebensversicherungs-‐Gesellschaft. Under the pension plans, the employees are entitled to retirement benefits and risk insurance for death and disability. The boards of the various pension funds are composed of an equal number of representatives from both employers and employees.

Due to the requirements of IAS 19 the above mentioned pension plans are classified as defined benefit plans. The pension plans are described in detail in the corresponding statues and regulations. The contributions of employers and employees in general are defined in percentages of the insured salary. The retirement pension is calculated based on the old-‐age credit balance on retirement multiplied by the fixed conversion rate. The employee has the option to withdraw the capital at once. The death and disability pensions are defined as percentage of the insured salary. The assets are invested directly with the corresponding pension funds.

The pension funds can change their financing system (contributions and future payments) at any time. Also, when there is a deficit which cannot be eliminated through other measures, the pension funds can oblige the entity to pay a restructuring contribution. For the pension funds of the Group such a deficit currently cannot occur as the plans are fully reinsured. However, the pension funds could cancel the contracts and the entities of the Group would have to join another pension fund.

In the current and comparative period no plan amendments, curtailments or settlements occurred. However, along with the deemed loss of control of subsidiaries (for further details refer to note 36) the respective defined benefit obligations have been derecognised.

The fully reinsured pension funds have concluded insurance contracts to cover the insurance and investment risk. The board of each pension fund is responsible for the investment of assets and the investment strategies are defined in a way that the benefits can be paid out on due date.

The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Amounts recognised in profit or loss in respect of these defined benefit plans are as follows:

CHF 2015 2014

Current service cost 152,599 201,100

Past service cost 17,778 -‐

Net interest expense 4,332 21,251

Administration cost excl. cost for managing plan assets 349 1,842

Expense recognised in profit or loss 175,058 224,193

Amounts recognised in other comprehensive income in respect of these defined benefit plans are as follows:

CHF 2015 2014

Remeasurement (gain)/loss on defined benefit obligation 304,921 (832,194)

Return on plan assets excl. interest income (498) (1,920)

Expense recognised in other comprehensive income 304,423 (834,114)

The amount included in the consolidated statement of financial position arising from the Group’s obligation in respect of its defined benefit plans is as follows:


Present value of funded defined benefit obligation 1,497,229 699,685

Fair value of plan assets (873,436) (455,102)

Net liability arising from defined benefit obligation 623,793 244,583



F-‐16

38.3 Categories of financial instruments

CHF 2015 2014

Financial assets

Cash and bank balances 167,636,917 100,658,860

Fair value through profit or loss ( FVTPL)

Held for trading non-‐derivative financial assets -‐ 466

Fair value through other comprehensive income (FVTOCI) 5,649,259 9,263,177

Financial assets measured at amortised cost (i) 351,511,001 316,239,272

Financial liabilities

At amortised cost (ii) 639,834,828 739,675,757

(i) Includes trade and other receivables, finance lease receivables as well as those other non-‐ current and current assets that

meet the definition of a financial asset. A total of CHF 21.3 million (2014: CHF 15.9 million) of other current assets does not meet the definition of a financial asset.

(ii) Includes trade and other payables, borrowings, notes, other financial liabilities as well as other current liabilities that meet the definition of a financial liability. A total of CHF 81.4 million (2014: CHF 82.7 million) of other current liabilities does not meet the definition of a financial liability.

38.4 Financial risk management objectives In the course of its business, the Group is exposed to a number of financial risks. This note presents the Group’s objectives, policies and processes for managing its financial risk and capital.

The Group’s Corporate Treasury function provides services to the business, co-‐ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. Other price risk includes equity price risk, settlement risk and commodity price risk.

It is, and has been throughout 2015 and 2014, the Group’s policy not to use derivatives without an underlying operational transaction or for trading (i.e. speculative) purposes.

The Group seeks to minimise the effects of these risks mainly through operational and finance activities and, on occasional basis, using derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s internal policies and procedures approved by the Board of Directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-‐derivative financial instruments, and the investment of excess liquidity. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

The Corporate Treasury function reports monthly to the Executive Management. The Group Treasury Director carries out risk management under the Group’s guidelines.

38.5 Market risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see note 38.6 below) and interest rates (see note 38.7 below).

Driven by the need, the Group’s policy is to enter into a variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk, including:

– forward foreign exchange contracts to hedge the exchange rate risk arising on sales in foreign currency to the tourism / real estate industry;

– interest rate swaps to mitigate the risk of rising interest rates

38.6 Foreign currency risk management The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. The currencies, in which these transactions primarily are denominated, are US Dollar (USD), Euro (EUR) and Egyptian Pound (EGP). Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The Group’s main foreign exchange risk arises from sales in foreign currency to the tourism / real estate industry, which generates a net foreign currency surplus for the Group. The Group has strong inflows in foreign currency, mainly US Dollar, Euro, Oman Rial and Egyptian Pound.

Out of the total receivables on hand at the end of the reporting period, receivables in USD have accounted for 34% (2014: 10%), in EUR for 2% (2014: 7%),in EGP for 55% (2014: 70%), in OMR 7% (2014: 11%) and in AED 1]% (2014: 2%) respectively.

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38 FINANCIAL INSTRUMENTS

38.1 Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged since 2010.

The capital structure of the Group consists of net debt (borrowings, as detailed in note31, offset by cash and bank balances) and equity of the Group (comprising issued capital, share premium, reserves, retained earnings and non-‐controlling interests as detailed in notes 27 to 30).

The Group is not subject to any externally imposed capital requirements.

According to the Group’s internal policies and procedures, the Executive Management reviews the capital structure on a regular basis. As part of this review, the committee considers the cost of capital and the risks associated with each class of capital. The Group has a target gearing ratio of 40% to 45% determined as the proportion of net debt to equity.

The gearing ratio at 31 December 2015 of 35.48% (see below) decreased mainly due to the capital increase and was below the target recommended by the committee.

The gearing ratio at the end of the reporting period was as follows:

CHF 2015 2014

Debt (i) 507,027,639 531,678,627

Cash and cash equivalents (167,636,917) (100,658,860)

Net debt 339,390,722 431,019,767

Equity (ii) 956,629,996 821,199,985

Net debt to equity ratio 35.48% 52.49%

(i) Debt is defined as long-‐ and short-‐term borrowings (excluding derivatives), as detailed in (note 31). (ii) Equity includes all capital and reserves of the Group and non-‐ controlling interests that are managed as capital excluding

equity of disposal groups.

38.2 Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3.19 Financial instruments.



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Forward foreign exchange contracts

It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency receipts within 25% to 30% of the exposure generated. At 31 December 2015, the Group has no outstanding forward foreign currency exchange contracts. During the current year the Group did not enter into any forward foreign currency exchange contracts to hedge part of the Group’s receivables denominated in EUR and USD.

During 2015, no ineffectiveness has been recognised in profit or loss arising from the Group’s hedging activities.

38.7 Interest rate risk management

The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-‐effective hedging strategies are applied. The Group's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

The Group held one interest rate swap contract (IRS) under which the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated on the agreed notional principal amount. The notional amount of the IRS contract is based on the outstanding amount of one of the long-‐term borrowings. The group was engaged in this contract on September 2008 and it expired in June 2014.

As the interest rate swap exchanged floating rate interest amounts for fixed rate interest amounts it was designated as a cash flow hedge in order to reduce the Group’s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swap and the interest payments on the borrowing occurred simultaneously and the amount accumulated in equity was reclassified in profit or loss over the period that the floating rate interest payments on debt affected profit or loss.

Management has assessed that the cash flow hedge was 100% effective and therefore the entire change in fair value of the interest rate swap was recognised in other comprehensive income and accumulated in equity (note 28.3).

38.7.1 Interest rate sensitivity analysis The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-‐derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the end of reporting period was outstanding for the whole year. A ‘100 basis point’ (1%) increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 100 basis points higher / lower and all other variables were held constant, the Group’s profit for the year ended 31 December 2015 would decrease / increase by CHF 2.1 million (2014: decrease / increase by CHF 2.4 million). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

38.8 Other price risks The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments.

38.9 Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group credit risk arises from transactions with counterparties, mainly individual customers and corporations. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group’s exposure to credit risk is, to a great extent, influenced by the individual characteristics of each customer. Risk control assesses the credit quality of the customer, taking into account its financial position, past experience, other publicly available financial information, its own trading records and other factors, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure is continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

Trade receivables consist of a large number of customers, spread across various industries and geographical areas. The Group does not have any significant credit risk exposure to any single counterparty or any Group of counterparties having similar characteristics. The Group defines counterparties as having similar characteristics if they are related entities. The credit risk on sales of real estate is limited because the Group controls this risk through the property itself by registering the unit in the name of the customer only after receiving the entire amount due from the customer.

Counterparty risk is also minimized by ensuring that 80% of derivative financial instruments, money market investments and current account deposits are placed with financial institutions whose credit standings are above Aa1 and 20% above BB+.

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

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To mitigate the above risk exposures, where possible, the Group borrows in matching currencies to create a natural hedge. The following table shows the carrying amounts of borrowings, at the end of the reporting period, in the major currencies in which they are issued.

Borrowing

CHF 2015 2014

USD 193,983,296 38% 212,352,764 40%

EGP 191,800,766 38% 207,579,670 39%

OMR 70,848,463 14% 51,972,816 10%

EUR 33,188,873 7% 38,060,391 7%

AED 16,953,930 3% 17,011,260 3%

JOD -‐ 0% 4,701,726 1%

CHF 252,299 0% -‐ 0%

Total 507,027,627 100% 531,678,627 100%

At the end of the reporting period, the carrying amounts of the Group’s major foreign currency denominated monetary assets (mainly receivables and finance lease receivables) and monetary liabilities (mainly borrowings), at which the Group is exposed to currency rate risk, are as follows:

CHF Liabilities Assets

2015 2014 2015 2014

Currency-‐USD 193,983,296 212,352,764 78,472,523 18,642,806

Currency-‐EGP 191,800,766 207,206,999 127,507,661 129,555,530

Currency-‐EUR 33,188,873 38,060,391 5,280,198 13,747,717

Residual foreign exchange exposure is managed by hedging through entering into foreign currency forward contracts if needed.

Currency risk has also recently developed due to the Group’s investments in different markets such as those in Egypt, UAE, Oman, Morocco and the UK. Again, the Group borrows in the local currency of the investment and uses the above mentioned strategies to mitigate residual currency risk.

38.6.1 Foreign currency sensitivity analysis

As discussed above, the Group is mainly exposed to the US Dollar (USD), Euro (EUR) and Egyptian Pound (EGP) arising from sales in these currencies to the tourism / real estate industry.

The following table details the Group’s sensitivity to a 5% increase and decrease in CHF against the relevant foreign currencies. The (5%) is the sensitivity rate used when reporting foreign currency risk internally to key management and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates.

The sensitivity analysis includes outstanding borrowings, impact of the changes in the fair value of derivative instruments designated as cash flow hedges and receivables in foreign currencies and, where appropriate, loans to foreign operations within the Group where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower.

A positive number below indicates an increase in profit or equity where the CHF strengths 5% against the relevant currency. For a 5% weakening of the CHF against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

CHF Currency USD Impact Currency EUR Impact Currency EGP Impact

2015 2014 2015 2014 2015 2014

Profit or loss 5,771,378 9,685,498 1,394,562 1,215,634 3,496,976 3,882,573

Equity -‐ -‐ -‐ -‐ -‐ -‐

The Group's sensitivity to foreign currency has changed in accordance with the changes in EGP, USD and AED borrowings.



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38.11 Impairment losses on financial assets

CHF 2015 2014

Impairment loss on trade receivables 2,172,965 1,838,562

TOTAL 2,172,965 1,838,562

38.12 Fair value measurement 38.12.1 Fair value of financial instruments carried at amortised cost Except as detailed in the following table, management considers that the carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values.

31 December 2015 31 December 2014

CHF Carrying amount Fair value Carrying amount Fair value

Financial liabilities

Borrowings/bank loans 507,027,639 580,523,569 531,928,850 618,898,386

Finance lease receivables

As at 31 December 2015, the fair value of finance lease receivables was estimated to be CHF 48.4 million (31 December 2014: CHF 34.0 million) using a 15.5% (2014: 15.5%) discount rate based on an average six year tenor and adding a credit margin that reflects the secured nature of the receivables.

38.12.2 Valuation techniques and assumptions applied for the purposes of measuring fair value The fair values of financial assets and financial liabilities are determined as follows:

– The fair values of financial assets with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices (includes unlisted and listed equity investments classified as at FVTPL and FVTOCI respectively).

– The Group receives the fair values of foreign currency forward contracts and interest rate swaps from the counterparty banks. Foreign currency forward contracts are usually measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts. Interest rate swaps are usually measured at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.

– The fair values of other financial assets and financial liabilities (excluding those described above) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis. Specifically, significant assumptions used in determining the fair value of the following financial assets and liabilities are set out below.

38.12.3 Fair value measurements recognised in the consolidated statement of financial position The following table provides an analysis of financial and non-‐financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

– Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: fair value measurements are those derived from inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

– Level 3: fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2015

CHF Level 1 Level 2 Level 3 Total

Financial assets at FVTPL

Non-‐derivative financial assets held for trading -‐ -‐ -‐ -‐

-‐ -‐ -‐ -‐

Financial assets at FVTOCI

Listed and unlisted shares measured at FV 5,034,175 -‐ 615,084 5,649,259

5,034,175 -‐ 615,084 5,649,259

Other assets at fair value

Investment property 1) -‐ -‐ 10,981,552 10,981,552

-‐ -‐ 10,981,552 10,981,552

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38.10 Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Group’s short-‐, medium-‐ and long-‐term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Regarding management’s plans to manage liquidity shortages and related uncertainty please refer to note 26.1.

As of 31 December 2015, total un-‐drawn facilities, that the Group has at its disposal in order to further reduce liquidity risk, are CHF 9.7 million (31 December 2014: CHF 34.1 million).

Further, please refer to note 26.1 regarding the disclosures on management’s plans to manage liquidity shortages and related uncertainties.

38.10.1 Liquidity and interest risk tables The following tables detail the Group's remaining contractual maturity for its non-‐derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows. To the extent that interest cash flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Group may be required to pay.

Maturities of non-‐derivative financial liabilities

2015 Weighted average effective interest

rate

Less than 6 month

6 months to one year

1 – 5 years 5 + years Total CHF

Non-‐interest bearing -‐ 115,396,076 -‐ 17,128,923 -‐ 132,524,999 Variable interest rate instruments 7.82% 228,837,587 34,377,962 100,428,527 4,962,507 368,606,583

Fixed interest rate instruments 9.02% 22,957,437 32,667,292 122,850,847 33,441,422 211,916,998

TOTAL 367,191,100 67,045,254 240,408,297 38,403,929 713,048,580

2014 Weighted average effective interest

rate

Less than 6 month

6 months to one year

1 – 5 years 5 + years Total CHF

Non-‐interest bearing -‐ 184,923,049 -‐ 23,074,081 -‐ 207,997,130 Variable interest rate instruments 7.61% 224,423,848 41,227,567 164,964,695 3,840,470 434,456,580

Fixed interest rate instruments 9.46% 13,349,876 33,054,320 96,194,546 36,454,704 179,053,446

TOTAL 422,696,773 74,281,887 284,233,322 40,295,174 821,507,156

CHF 2015 2014

Counterparty Rating Credit limit Carrying amount Credit limit Carrying amount

Bank 1 B-‐ 27,459,769 22,399,246 37,373,138 34,402,872 *

Bank 2 -‐ 12,418,560 12,461,024 13,910,000 15,029,772

Bank 3 BBB+ 36,675,919 37,184,782 37,280,946 46,257,060

Bank 4 -‐ 23,614,779 21,680,658 24,864,125 25,709,289 *

Bank 5 B-‐ 13,090,176 13,093,783 13,423,150 14,176,207 * Outstanding amount includes interest charged

The amounts included above for variable interest rate instruments for liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.



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f) the party is a post-‐employment benefit plan for the benefit of employees of the entity, or of any entity that is related party of the entity.

Balances and transactions between the Group and its subsidiaries, which are related parties of the Group, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

During the year, the Group purchased services from companies in which members of the Board have a partnership or significant influence through ownership during the reporting period. These services related to the leasing of office space (see note 12).

The following balances were outstanding at the end of the reporting period:

Due from related parties Due to related parties

CHF 2015 2014 2015 2014

Financial instruments

Red Sea Company for Construction & Develop. 9,651,747 9,287,047 -‐ 112,861

Three Corners Company 9,595,110 9,660,819 -‐ -‐

Orascom Housing Community 3,265,299 3,492,384 -‐ -‐

El Gouna Football Club 2,196,473 2,934,630 -‐ -‐

Falcon for Hotels -‐ 260,360

Kingdom Co. 1,414,872 1,553,099 -‐ -‐

Camps and lodges 1,165,411 1,254,502 -‐ -‐

Iskan International Projects 49,758 51,314 -‐ -‐

Other (balances less than CHF 120 000 each) 834,504 817,964 385,442 592,922

Non controlling shareholders

Tarot Tours Garanah 37,755 39,483 1,807,323 1,983,925

Mirotel For Floating Hotels 425,170 542,267 -‐ -‐

Tarot Garranah for touristic transportation 78,617 86,298 -‐ -‐

Tarot & Merotil Garranah for hotels 160,084 175,724 -‐ -‐

Close family members

Samih Sawiris – (i) -‐ -‐ -‐

Close family companies

FTI 538,787 5,093,421 -‐ -‐ Orascom for Touristic Establishments company (OTEC)

1,013,040 1,110,583 -‐ -‐

TU Berline University 821,322 710,367 -‐ -‐

Meeting Point Egypt 2,751,696 -‐ -‐ -‐

Orascom International Hotels & Development 285,930 -‐ -‐ -‐

Other Related Party Receivables 720,982 582,861 -‐ -‐

Total 35,006,557 37,392,763 2,192,765 2,950,068

Current 35,006,557 37,392,763 2,192,765 2,950,068

Non-‐current -‐ -‐ -‐ -‐

Total 35,006,557 37,392,763 2,192,765 2,950,068

(i) Current accounts due to Mr. Samih Sawiris are disclosed in note 34. Transactions involving Mr. Samih Sawiris, Chairman, CEO and major shareholder:

Falcon

During previous financial periods Orascom Development & Management Ltd (“ODM”), a Group’s subsidiary, entered into a development agreement with Falcon for Hotels S.A.E. (“Falcon”), under which ODM was to undertake the development activities of the land bank owned by Falcon. Due to Falcon’s non-‐compliance with the terms of the development agreement, ODM filed a legal claim against Falcon asking for remuneration for profits ODM missed out on as a result of the non-‐compliance with the said agreement. In June 2014 the final settlement agreement regarding all the litigation proceedings in relation to the securities purchase agreement and the development of the land bank as well as the proceeds from sale of Joud Funds was signed by both parties.

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2014

CHF Level 1 Level 2 Level 3 Total

Financial assets at FVTPL

Non-‐derivative financial assets held for trading 466 -‐ -‐ 466

466 -‐ -‐ 466

Financial assets at FVTOCI

Listed and unlisted shares measured at FV 8,021,086 -‐ 1,242,091 9,263,177

8,021,086 -‐ 1,242,091 9,263,177

Other assets at fair value

Investment property 1) -‐ -‐ 11,922,802 11,922,802

-‐ -‐ 11,922,802 11,922,802

There were no transfers between Level 1 and 2 in the period. The financial assets at FVTOCI were measured at fair value based on a method that combined the earning and net equity book values of the companies.

1) The reconciliation for investment property is shown in note 16.

Reconciliation of Level 3 fair value measurements of financial assets

Unquoted equity securities

CHF 2015 2014

Opening balance 1,242,091 18,979,328

Total gains or( losses) recognized in other comprehensive income (627,006) 70,763

Disposals 1) -‐ (17,808,000)

Closing balance 615,085 1,242,091

1) In June 2014, ODH and its subsidiaries have reached an amicable settlement to end their disputes with Falcon, which have been going on since 2008. As a part of the overall settlement agreement, ODH lost its interest in the share capital of Falcon and therefore derecognised the financial investment in June 2014. For further details on the overall settlement agreement please refer to note 40.

39 SHARE-‐BASED PAYMENTS At 31 December 2015 and unchanged to prior year, the Group did not have any share option or participation schemes in place and had not granted any ODH shares to the members of the Board or the Executive Management.

The Group compensates the members of the Board with a fixed fee of CHF 1.1 million (note 12.1) which is payable in unrestricted shares of the Parent Company based on the quoted market price at grant date as well as in cash. The amount has been recognized in the consolidated statement of comprehensive income as part of administrative expenses. It will be transferred to the members of the Board in 2016.

40 RELATED PARTY TRANSACTIONS A party (a company or individual) is related to an entity if: a) directly, or indirectly through one or more intermediaries, the party: i. controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellow

subsidiaries); ii. has an interest in the entity that gives it significant influence over the entity; or iii. has joint control over the entity;

b) the party is an associate of the entity or a joint venture in which the entity is a venturer (both defined in IAS 28 Investments in Associates and Joint Ventures);

c) the party is a member of the key management personnel of the entity or its parent;

d) the party is a close member family of any individual referred to in (a) or (b);

e) the party is an entity that is controlled, jointly controlled or significantly influenced by, or which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (a) or (b); or



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42 OPERATING LEASE ARRANGEMENTS

42.1 The Group as lessee 42.1.1 Leasing arrangements Operating leases relates to car lease with lease terms of between 2 to 4 years and office facilities with lease terms of 25 years. The Group (as a lessee) does not have an option to purchase these leased assets at the expiry of the lease periods.

42.1.2 Payments recognised as an expense in the period

CHF 2015 2014

Minimum lease payments 880,124 562,731

TOTAL 880,124 562,731

42.1.3 Non-‐cancellable operating lease commitments

Total of future minimum lease payments

CHF 2015 2014

Not longer than 1 year 232,800 232,800

Longer than 1 year and not longer than 5 years 931,200 931,200

Longer than 5 years 3,026,400 3,259,200

TOTAL 4,190,400 4,423,200

In respect of non-‐cancellable operating leases, no liabilities have been recognised.

42.2 The Group as lessor

42.2.1 Leasing arrangements Operating leases relate to the investment property owned by the Group with lease terms of between 1 and 4 years for premises in El Gouna (Egypt). These lease contracts do not include a lease extension option and are subject to renegotiation at the end of the lease term. The lessee does not have an option to purchase the property at the expiry of the lease period. No material non-‐cancellable operating lease receivables exist as at 31 December 2015.

Rental income earned by the Group from its investment properties and direct operating expenses arising on the investment properties for the year are set out in note 16.

43 COMMITMENTS FOR EXPENDITURE The following commitments for expenditure have been made for the future development of the respective projects:

CHF 2015

Eco-‐Bos Development Limited (i) 4,719,996 (i) As per the property management agreement between Eco-‐Bos and Imerys (shareholder in Eco-‐Bos) , Eco-‐Bos has the right but

not the obligation (American call option maturing in 2030) to purchase part or all of 6.6 million square meters (divided on 7 independent plots), which is currently owned by Imerys Mineral Limited. An annual option premium is paid to retain the rights and the purchase price is calculated based on an agreed dynamic pricing formula. The trigger event of the option(s) is at the full discretion of Eco-‐Bos and shall only be exercised when building permits are attained. Currently Eco-‐Bos is in negotiations with the local authorities and other investors and is taking its time to optimize on the best alternatives for the development.

43.1 Minimum Building Obligations Beside the legally binding commitment for expenditure mentioned above the, following should be considered:

One part of the Group’s business is to acquire land for the development of tourism projects. Out of these business opportunities often no legally binding commitments are incurred. However, the Group has non-‐binding business opportunity commitments in relation to their projects. In particular the Group has minimum building obligations (“MBOs”) for the next five years, which are included in their development agreements (“DAs”) with the relevant governments in Oman, Morocco and Montenegro.

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The residual amount due from Falcon of USD 60 million (CHF 59.5 million) was due at 31 December 2015 but has been extended until Q2 2016. It is now shown in the consolidated statement of financial position as other current assets (at amortised cost of CHF 59.5 million) and is secured by hotel property.

In accordance with the settlement agreement both parties have opened an escrow account and placed in escrow the shares of the company that ultimately holds Citadel Azur hotel.

Purchase of shares from OHD

On 17 January 2007 OHD allocated to employees and the management team (including the chairman and the executive board members) an amount of 2 million shares for full consideration being the market price as of that day. Mr. Samih Sawiris acquired under this transaction 330,000 shares at the market price. Amounts due from Mr. Samih Sawiris under this transaction are included in “Other assets” as amounts due from employees and management team and amounted to CHF 0.3 million at 31 December 2015 (31 December 2014: CHF 0.4 million). There are no amounts due from executive board members under this transaction in 2015 and 2014. (see note 25(iii)).

Taba Heights Company transactions

One of the Group companies had been granted the right to acquire freehold title to the project's land by the Tourism Development Authority. Due to foreign ownership restrictions on the Sinai Peninsula becoming applicable in connection with the reorganization in 2008, the respective Group company had to be transferred to Mr. Samih Sawiris, major shareholder and of Egyptian nationality. Mr. Samih Sawiris entered into a binding agreement to retransfer these shares subject to approval of the competent authorities, and that until such retransfer, the Group would be put into a position as the full economic beneficiary of these shares. This entails, inter alia, an irrevocable assignment of dividends and the authorization to collect dividends, exercise voting rights related to these shares and cause the sale of shares with no additional rights of Mr. Samih Sawiris in any value received.

Securities lending agreement

For further details on this transaction refer to note 28.5.

Rental contract for office building in Cairo

Orascom Hotel and Development, a major subsidiary of Orascom Development Holding AG, has rented part of its administrative headquarter in Nile City from a joint stock company owned by the major shareholders and others.

Capital increase in Orascom Housing Communities

OHC called for a rights issue to strengthen its capital base and meet its commitments. Mr. Samih Sawiris, who held a non-‐controlling interest in OHC before the capital increase, was the only party to subscribe to OHC’s capital call resulting in ODH’s deemed loss of control in 2014 (refer to note 36 for further details).

FTI

FTI is the fourth largest tour operator in Europe. In 2014, Mr. Samih Sawiris acquired a 35% stake in this tour operator. In 2015, revenue transactions for a total of CHF 24.7 million (2014: CHF 16.4 million) were done with FTI.

Explanation of other movements

Except for the increase in related party receivable due to the disposal of Golden Beach (refer to note 35 for further details), neither in related party receivables nor in related party payables there were any significant changes compared to 31 December 2014.

41 NON-‐CASH TRANSACTIONS During the current year, the Group entered into the following non-‐cash investing and financing activities which are not reflected in the consolidated statement of cash flow:

– Conversion of shareholder loan into newly issued shares of CHF 84.2 million (note 27.2 and 34)

– Transfer of CHF 141.5 million from share premium to issued capital as a result of capital increase (note 27.2 and 28.1)

– Capitalization of interest of CHF 2.7 million over projects under constructions (note 11).

– Transfer of assets from inventory to property, plant and equipment of CHF 90.8 million (note 15)

– Transfer of assets from property, plant and equipment to inventory of CHF 3.2 million (note 15)

– Transfer of treasury shares to Board of Directors as part of their remuneration of 2014 which was paid in 2015 (note 28.2)

– Non-‐cash proceeds from sale of property, plant and equipment of CHF 0.5 million



F-‐78

Risk assessment of contingent liability

Management has analysed the various MBOs and is comfortable with the current status of the MBOs and the minimum investment obligations. Albeit that certain delays have or may potentially occur, all such delays were well founded and are premised on legal grounds that would protect the Group from any exposure. The Group has exerted a great deal of negotiations in all destinations to ensure that any delays are communicated to local authorities and thereby working alongside the government in rescheduling and extending the completion dates. Additionally, the Group has worked on securing finance schemes to accommodate the newly developed restructuring of the investment obligations, or in cases were completion dates are at risk, expending the necessary amounts to comply with the contractual obligations.

44 LITIGATION Falcon

The financial statements of Falcon Company for Hotels (“Falcon”) were incorporated into ODH’s consolidated financial statements on 31 December 2008 in accordance with the International Financial Reporting Standards, as a result of the business combination previously effected through one of ODH’s subsidiaries whereby control had existed over Falcon at that time.

Subsequent to the first time consolidation, but prior to the completion of the transfer of the legal title on the Egyptian Stock Exchange (EGX), a dispute over the Falcon securities purchase agreement had arisen. At the beginning of October 2009, the Group ceased consolidating Falcon due to changes in Falcon’s management resulting in a loss of control for the Group which was one of the reasons of the dispute.

Several arbitration and litigation proceedings involving Falcon, the Group and third parties were pending. In July 2013, an award was issued in favour of one of ODH’s subsidiaries, establishing ODH’s subsidiary’s right for compensation for the breaches made by Falcon and its owners. The exact amount of the compensation was supposed to be subject to another set of arbitration proceedings. This had a significant positive impact on strengthening the position of the Group in recovering all its losses suffered as a result of this dispute. As a result, settlement negotiations have commenced with Falcon and a memorandum of understanding, setting forth the basic terms of the settlement, was successfully signed on 8 January 2014. The parties to the dispute have continued to negotiate the remaining terms of the settlement and have reached a final form of the settlement agreement, which was signed by all parties involved on 20 June 2014 and thus ending all disputes in this connection.

In execution of the terms and conditions of the settlement agreement the parties have agreed to transfer the shares of the company fully owning the Citadel Azur hotel to a special purpose vehicle to be held in an escrow account for a period of 15 months from the date of transfer of the shares in the escrow account. Initially the parties agreed that the shares will be transferred on an earlier date, and the payment of the settlement amount should have been December 2015. However the shares were transferred on 3 March 2015, hence the 15 months count started from the foregoing date. Consequently, the parties effectively extended the payment date by virtue of joint instructions sent to the Escrow Agent. Accordingly, ODH shall obtain by Q2 2016, either the amount of USD 60 million in cash, or the full undisputed ownership of the Citadel Azur hotel.

45 OTHER SIGNIFICANT EVENTS THAT OCCURRED DURING THE REPORTING PERIOD Political situation in Egypt

The release of GDP figures for FY 2014/2015 has provided positive news for the Egyptian economy. GDP increased by 4.2%, more than double the 2.1% increase in FY 2013/2014 and marked the strongest growth in five years. Recent indicators point to a more difficult situation, faced with foreign currency shortages, the Egyptian authorities are implementing measures to reduce the import bill. At the end of 2015, the Central Bank of Egypt tightened controls to plug loopholes that allowed importers to dodge customs tariffs. At the beginning of February 2016, the government raised taxes on more than 500 imported goods, in particular luxury items. The inflows aid coming from outside are also expected to improve Egypt’s external position and release some pressure on the international reserves. At the beginning of January 2016, Egypt has received a USD 1 billion in cash deposits from China, which added to a total of around USD 11 billion in commitments from the World Bank and Saudi Arabia that were announced in late 2015.

Tourism has faced several challenges over the past period. The knock-‐on effects of the Russian plane crash in the Sinai in October 2015 have taken a toll on the tourism sector. A number of countries cancelled flights to Egypt following the incident. Bookings by tourists to the Red Sea resort of Sharm El-‐Sheikh have dropped. The consequences of the incident has affected our hotels in Makadi and Taba, whereby we have closed 2 hotels in Makadi (Makadi Gardens and Club Azur) out of 4 hotels, and 5 hotels in Taba out of the 6 existing hotels.

Egypt has also witnessed the kick-‐off of the long-‐awaited parliamentary elections in October 2015. Between 18 October and 22 November 2015 elections were held in two rounds in Egypt. These were the first elections after the 2014 constitution that abolished the old Shura council (upper house) and replaced the people’s Assembly (lower house) with the House of Representatives that was elected during these elections.

F-‐77

The contingent liabilities in relation to the MBOs in Montenegro, Oman and Morocco are assessed by management of the Group as follows:

Oman

According to the DAs for Salalah and Sifah, the project companies, which are subsidiaries of the Group, shall use their best efforts to substantially complete a defined amount of Hotels and Golf Courses within an indicative timeline. Based on this indicative timeline, the project companies have been initially granted an extension of time for the substantial completion (which is defined as the material elements of the specific MBOs) of the MBOs that elapses on 1 January 2015.

Based on the right to request an extension of the completion date, which is included in the DAs, the Group has requested an extension for the time of completion of the residual MBOs until 2018. The Sifah and Salalah project companies engaged in exhaustive negotiations with the Omani Government. Finally on 30 June 2015 the Group and the Omani Government signed the Addenda (individually “Addendum“ and collectively “Addenda”) in which they officially agreed on the extension of the deadline for completion of the MBOs until 1 January 2020 and 1 January 2018 for Sifah and Salalah respectively. Furthermore the Parties agreed to amend certain elements of the MBOs. With regards to Sifah project, the Parties agreed that the Project Company shall deliver 500 hotel keys over three hotels instead of four hotels. The project company has so far finalized 67 rooms. Additionally, the project company would be required to either develop an aquarium or a waterpark, and such shall be determined at its sole discretion. Similarly with regards to the Salalah project, it was agreed in the Addendum that the project company would deliver 700 hotel keys and replace the 18-‐hole golf course with a waterpark. To date, the project company in Salalah has completed 3 hotels with a total number of 700 keys, hence completing its requirement with regards to the touristic components. The Salalah Addendum also stipulates that the Project Company shall grant, transfer and assign to the Omani Government an area of land amounting to two million square meters, while the Omani Government undertook to provide all pending licenses to the Project Company

Morocco

In Morocco, the DA does not contemplate the concept of MBOs. However it sets out a timeline for the performance of the essential elements of a development plan. These essential elements have no fixed dates but are rather governed by interconnected milestones that change the date automatically on the occurrence of an agreed milestone.

In 2010, the project company obtained an exception entitling it to finalize three hotels in 2013 and the remaining two in 2015. Since then the project company has created the organisational structure for the creation of three hotels and the related infrastructure. However, further process by the project companies was delayed by various factors outside the control of the project companies and they therefore have solid grounds for requesting further extensions. In addition, the DA states that in the event the delay is for reasons outside of the control of the project company, this would be taken into consideration when assessing whether the project company has fulfilled its obligations or not. In furtherance and in compliance with the obligations to which the project company is committed to, a new hotel holding structure has been proposed, the main goal of which is the creation of the 3 Hotels and the associated infrastructure, which is part of phase 1 of the project. The scope of investment for the aforementioned hotel holding structure is approximately CHF 129 million. The financing package is currently being finalized, the equity partners are already identified, the shareholder agreement for the hotel holding entity is currently under review, and the debt –financing is currently being secured.

While in theory the indicative date of completion of the essential elements of the project has elapsed on January 2015, the Group is comfortable with the outcome of the negotiations between the Government of Morocco and the project company. On September 16, 2014 the Moroccan Government granted the project company an initial approval regarding the new hotel holding structure, as well as the project company’s request to extend the timeline for completion of Phases 1 and 2. The Group remains engaged in discussions, meetings and workshops with the state agency for tourism (“SMIT”) for the purpose of integrating the amendments to the DA. Furthermore, the Group has undertaken all necessary studies of the social and environmental impact of the project on the region, a task to which the financing of the Hotel Holding Structure by the financial institutions was, inter alia, contingent. Finally the Group received a comfort letter envisaged in the proposal sent by SMIT suggesting an extension of the timeline, however still pending negotiations between the parties.

Montenegro

In Montenegro, the investment obligations contemplated by the DAs span over three phases of development. The date of completion of the initial phase is due by 2017. Additionally, based on the minimum investment obligations set out for the first two years, the financial expenditure to date has exceeded the required minimum investment as per the DA.

The initial phase of the project entails the completion of a four star hotel, in addition to a main mooring area, an 18 hole golf course and a club house, as well as a town centre with several facilities.

Whilst the initial phase of the project should be completed by 2017, it should be noted that the DA provides for a mechanism whereby the project company is granted an extension of time proportionally to the time consumed by the Government in fulfilment of its obligations. To date the Government has not yet finalized the steps it should have taken, especially with regards to transfer of the title to some parts of the land, therefore the project company’s entitlement to an additional period, if required, should not be challenged.



F-‐80

REPORT OF THE STATUTORY AUDITOR

To the General meeting of Orascom Development Holding AG, Altdorf

Report of the Statutory Auditor on the Consolidated Financial Statements

As Statutory Auditor, we have audited the accompanying consolidated financial statements of Orascom Development Holding AG, Altdorf, which comprise the consolidated statement of financial position as at 31 December 2015, and the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated cash flow statement and notes (pages F-‐3 to F-‐79) for the year then ended.

Board of Directors’ Responsibility

The Board of Directors is responsible for the preparation of these consolidated financial statements in accordance with International Financial Reporting Standards and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law, Swiss Auditing Standards and the International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the 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 entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended 31 December 2015 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with International Financial Reporting Standards and comply with Swiss law.

Report on Other Legal Requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of the consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

Deloitte AG Roland Müller Adrian Käppeli Licensed Audit Expert Licensed Audit Expert Auditor in Charge Zurich, 14 April 2016

Deloitte AG General Guisan-Quai 38

Postfach 2232 CH-8022 Zürich

Tel: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00

www.deloitte.ch

F-‐79

46 SUBSEQUENT EVENTS Devaluation of EGP by Egypt Central Bank

In Q1 2016, the Egypt Central Bank has devalued the EGP against the USD by approximately 14% compared to the foreign exchange rate as at 31 December 2015 resulting in a similar devaluation of the EGP against the CHF.

There have been no other significant events subsequent to 31 December 2015.

47 APPROVAL OF FINANCIAL STATEMENTS The financial statements were approved by the directors and authorized for issue on 13 April 2016.



F-‐82

Orascom Development Holding AG Income statement

CHF Notes 2015 2014

Gross revenue from services 119,363 142,950

Net proceeds from services 119,363 142,950

Staff costs (5,590,826) (4,522,150)

Other operational costs (8,016,838) (3,344,598)

Depreciation on fixed assets items (1,973) (2,622,654)

Transaction costs 3.3 (2,509,321) -‐

Impairment on investments 3.3 (81,233,259) (135,106,473)

Provisions (454,439) (438,000)

Total operating expenditure (97,806,656) (146,033,875)

Operating Loss (97,687,293) (145,890,925)

Financial expenses 3.10 (1,063,352) (8,652,054)

Financial income 3.11 4,053,207 4,061,827

Total financial income / (expenses) 2,989,855 (4,590,227)

Extraordinary, non-‐recurring or prior-‐period costs and income

4.7 -‐ 35,616,000

Total other income -‐ 35,616,000

Annual loss (94,697,438) (114,865,152)


F-‐81

Orascom Development Holding AG

Statutory financial statements together with auditor's report for the year ended 31 December 2015



F-‐84

Orascom

Develop

ment H

olding

AG

Statem

ent o

f chang

es in equ

ity

CHF

Share capital

Statutory Ca

pital

Reserves

(tax privileged)

Statutory retained

earnings

Accum

ulated

losses

Own shares

Total

Balance at 1

January 2014

662,201,010

2,99

9,972,181

12,543,438

(2,184

,349

,858)

(2,310,211)

1,48

8,056,561

Acq

uisi

tion

of o

wn

shar

es

-‐ -‐

-‐ -‐

(324

,800

) (3

24,8

00)

Dis

trib

utio

n to

Boa

rd M

embe

rs a

nd

Rev

alua

tion

-‐ -‐

-‐ -‐

911,

431

911,

431

Loss

for t

he p

erio

d -‐

-‐ -‐

(114

,865

,152

) -‐

(114

,865

,152

)

Balance at 31 Decem

ber 2014

662,201,010

2,99

9,972,181

12,543,438

(2,299

,215,010)

(1,723,580)

1,373,778,039

Balance at 1

January 2015

662,201,010

2,99

9,972,181

12,543,438

(2,299

,215,010)

(1,723,580)

1,373,778,039

Shar

e ca

pita

l inc

reas

e 27

5,30

9,27

3 (1

41,4

52,0

06)

-‐ -‐

13

3,85

7,26

7 D

istr

ibut

ion

to B

oard

Mem

bers

and

R

eval

uatio

n -‐

-‐ -‐

(29,

343)

69

4,00

5 66

4,66

2

Loss

for t

he p

erio

d -‐

-‐ -‐

(94,

697,

438)

-‐

(94,

697,

438)

Balance at 31 Decem

ber 2015

937,510,283

2,858,520,175

12,543,438

(2,393,941,791)

(1,029,575)

1,413,602,530

F-‐83

Orascom Development Holding AG Statutory balance sheet


Assets

Current assets Cash at bank 3.1 40,605,624 7,114,324 Other current receivables -‐ Related parties 11,927 14,373 -‐ Third parties 3.2 573,799 722,929 Accrued income and prepaid expenses 73,352 173,117

Total current assets 41,264,702 8,024,743

Non-‐current assets Other non-‐current receivables – Affiliated Companies 248,873,722 191,863,297 Investments in subsidiaries 3.3 1,180,443,903 1,281,732,390 Tangible fixed assets 3.4 247,545 365,747

Total non-‐current assets 1,429,565,170 1,473,961,434

Total assets 1,470,829,872 1,481,986,177

Liabilities and shareholders’ equity

Current Borrowed Capital Trade creditors 754,534 185,184 Current interest-‐bearing liabilities -‐ Shareholder 3.5 15,945,914 65,007,240 -‐ Affiliated Companies 351,454 561,503 Other current liabilities 3.6 127,743 124,017 Provision and similar items required by law 3.7 892,439 438,000 Accrued expenses 4,594,121 2,681,944

Total current borrowed capital 22,666,205 68,997,888

Non-‐current Borrowed Capital Non-‐current interest-‐bearing liabilities – Affiliated Companies

30,110,070 38,961,597

Other non-‐current liabilities 120,910 248,653 Deferred currency translation gain 4,330,157 -‐

Total non-‐current borrowed capital 34,561,137 39,210,250

Total liabilities 57,227,342 108,208,136

Shareholders’ equity Share capital 3.9 937,510,283 662,201,010 Statutory capital reserves Capital contribution reserve (privileged) 2,858,520,175 2,999,972,181 of which reserves from tax privileged capital contributions

3.8

Statutory retained earnings 12,543,438 12,543,438 Accumulated losses (2,393,941,791) (2,299,215,010) Own shares (1,029,575) (1,723,580)

Total shareholders' equity 1,413,602,530 1,373,778,039

Total liabilities and shareholders‘ equity 1,470,829,872 1,481,986,177




F-‐86

Notes to the financial statements 1 GENERAL INFORMATION Orascom Development Holding AG was established in Switzerland as Joint Stock Company and is domiciled in Altdorf, Uri. The purpose of the Company is the direct or indirect acquisition, durable management and disposal of participations in domestic or foreign enterprises, in particular in the field of real estate, tourism, hotels, construction, resort management, financing of real estate and related industries as well as the provision of related services.

The accounts for the period from 1 January to 31 December 2015 were approved by the Board of Directors on April 13, 2016. The Company has an annual average of less than 10 full-‐time employees (previous year: less than 10 full-‐time employees).

The previous year’s figures are presented according to the new financial reporting law, in order to achieve a consistent representation and breakdown of the figures. Any differences in valuation resulting from the application of the new financial reporting law have been posted to the current financial year.

2 KEY ACCOUNTING AND VALUATION PRINCIPLES

2.1 Principal of Financial Reporting: The present accounts for Orascom Development Holding AG have been prepared in accordance with the requirements of the Swiss Financial Reporting Law. The main accounting and valuation principles used, which are already specified by the Swiss Code of Obligations, are described as follows.

2.2 Estimates and Assumptions made by management: Financial reporting under the Swiss Code of Obligations requires certain estimates and assumptions to be made by management. These are on-‐going and are based on past experience and other factors (e.g. expectations of future results for investments and budget). The result subsequently achieved may change from these estimates. Items in the accounts, which are based on the estimates and assumptions made by management, are as follows:

– Investments

– Direct taxes

– Tangible fixed assets

– Provisions

2.3 Foreign Currency items: The currency in which Orascom Development Holding AG operates is Swiss Francs (CHF). Transactions in foreign currencies are converted into the currency in which the company operates (CHF) at the exchange rate on the day of the transaction takes place.

– Monetary assets and liabilities in foreign currencies are converted into CHF at the exchange rate on the balance sheet date. Any profit or losses from the exchange are recorded in the profit or loss account.

– Non-‐monetary assets and liabilities at historical costs are converted at the foreign exchange rate at the time of the transaction.

2.4 Related parties: Related parties include subsidiary companies, members of the Board of Directors and Orascom Development Holding AG shareholders. Transactions with related parties take place under proper market conditions (dealing at an arm’s length).

2.5 Cash and Cash Equivalents and current assets with a stock exchange price: The cash and current assets with a stock exchange price items cash holdings, bank deposits and short-‐term money market investments maturing in a maximum of 3 months. They are recorded at their nominal value.

2.6 Current Assets with a stock exchange price and financial assets: Current assets with a stock exchange price are valued at the stock exchange price on the balance sheet closing date. There is no provision for a fluctuation reserve. Financial assets include long-‐term securities without a stock exchange price or an observable market price. These are valued at acquisition cost less any value adjustment.

F-‐85

Orascom Development Holding AG Cash flow statement

CHF Notes 2015 2014

Cash flows from operating activities

Annual Loss (94,697,438) (114,865,152)

Adjustments for:

Depreciation on fixed assets items 1,973 13,664

Own shares 664,662 911,431

Net foreign exchange gain (318,537) (230,120)

Impairment on investments 3.3 81,233,259 135,106,473

Provision 454,439 (1,081,578)

Other (income)/expenditure not related to cash flow 3.3/4.7 2,509,321 (35,146,879)

Movements in working capital

(Increase) in trade and other current receivables (33,760,599) (1,897,960) (Decrease) in trade creditors and other interest-‐bearing liabilities (57,920,976) (7,179,566)

(Decrease)/increase in other liabilities 5,787,894 (19,245,207)

Cash outflow from operating activities (96,046,002) (43,614,894)

Cash flows from investing activities Payments for investments in purchase of financial assets

(14,573,917) (16,392,870)

Payments for tangible assets (8,499) -‐ Receipt of payments from divestment of financial assets

3.3 59,005,239 -‐

Cash inflow/(outflow) for investment activities 44,422,823 (16,392,870)

Cash flows from financing activities

Receipt of payments from shareholder loans 35,180,562 43,460,762

Receipt of payments from capital increase 49,615,380 -‐

Cash inflow from financing activities 84,795,942 43,460,762

Net increase/(decrease) in cash and cash equivalents

33,172,763 (16,547,002)

Cash and cash equivalents as at beginning of the financial year

7,114,324 23,431,206

Effect of foreign exchange rate changes 318,537 230,120

Cash and cash equivalents as at end of the financial year

40,605,624 7,114,324



F-‐88

For the operating projects, DCF valuation techniques applying a two-‐phase model for the hotels segment were used. The first phase is a 5-‐year period which shows the evolving status of the hotel segment indicated returning to the operating levels of before the 2011 revolution. The second phase is a 5 year period which shows the steady increase in the performance of the hotel operations. Major underlying assumptions are occupancy and average room rates for hotels and the number of real estate units to be sold.

The various assumptions and future projections incorporate the various political, economic and operational facts prevailing at the time of preparing the valuations. Future developments may impact the value.

In January 2015, the Swiss National Bank decided to discontinue the minimal exchange rate of Euro 1.20 to the CHF. This had a significant impact on the CHF / EGP exchange rate as well. Management monitored the development after this decision and came to the conclusion that a full recovery of CHF / EGP exchange rate is not to be expected in the near or middle-‐term future. Therefore, an impairment of CHF 81 million is recorded in Q1 2015.

In January 2015, 15% of OHD Investment was sold in a public offering for total proceeds of EGP 506 million equivalent to CHF 61.5 million, which was equivalent to its carrying amount. The costs related to this offering are CHF 2.5 million, which results in net proceeds of CHF 59.0 million.

As at 31 December 2015 and 2014, the Company directly holds the following investments:

Company, domicile, purpose Ownership % Share capital

31 December

2015 31 December

2014

Orascom Hotels & Development S.A.E. 84.79% 99.68% EGP 1,009,811,630 (previously: EL Gouna Development & Hotels S.A.E.), Egypt Real estate development, hotel management

Arena for Hotels Company S.A.E., Egypt 99.85% 99.85% EGP 20,000,000 Hotel operation

Orascom Development & Management Limited, Cyprus 100.00% 100.00% EUR 1,000 Management company

ORH Investment Holding Ltd, BVI 100.00% 100.00% USD 125,000,000 International holding company

Lustica Development AD, Montenegro 90.82% 99.88% EUR 11,025,000 Real estate development, hotel management

Andermatt Swiss Alps AG, Switzerland (ASA) 49.00% 49.00% CHF 231,147,000 Real estate development

Orascom Development International AG, Switzerland 100.00% 100.00% CHF 1,400,000 Real estate development

Orascom Hotels Management AG, Switzerland 100.00% 100.00% CHF 6,000,000

Hotel Management

3.4 Tangible fixed assets


Machinery and equipment 239,187 363,915

Office equipment and computers 8,358 1,269

Furniture and fixtures -‐ 563

Total tangible fixed assets 247,545 365,747

F-‐87

2.7 Tangible Fixed Assets: The straight-‐line depreciation method is used for tangible fixed assets according to their expected useful life. Useful lives are established as follows and are revised each year:

– Machinery and Equipment 5 Years

– Office Equipment and Computers 3 Years

– Furniture and fixtures 3 Years

2.8 Own Shares: Own Shares are recorded at acquisition cost on the balance sheet as a deduction to equity capital. If they are resold at a later date, the profit or loss is recorded in retained earnings, respectively accumulated losses.

2.9 Shareholder rights and options: Own shares are allocated to management and administrative bodies or to employees as shareholder rights or options. The difference between the acquisition value and any payments to counterparties during share allocation is shown as staff costs.

2.10 Leasing transactions: Leasing and rental contracts are accounted for in accordance with legal ownership. Expenses as a lessee or tenant are recorded corresponding as expenditure in the relevant period.

3 INFORMATION RELATING TO ITEMS ON THE BALANCE SHEET AND INCOME STATEMENT

3.1 Cash and cash equivalents CHF 31 December 2015 31 December 2014

of which in CHF 2,994,864 1,724,490

of which in USD 35,402,713 702,628

of which in EUR 1,547,029 4,493,941

of which in GBP 197,481 (20)

of which in EGP 463,537 193,285

Total cash and cash equivalents 40,605,624 7,114,324

3.2 Other current receivables – Third Parties Accounts receivables include a position in the amount of CHF 427,439 (31 December 2014: 670,082), whose value is determined by the market value of ODH EDRs. This position is valued at lower of cost or market. As of 31 December 2015 a provision was made for the whole outstanding amount of CHF 427,439.

3.3 Investments Investments are valued at acquisition cost less adjustments for impairment. On a regular basis the Company’s management reviews the recoverable value of the Company’s investments in the various destinations, and accordingly reduces the carrying value by the amount of any impairment losses.

The Egyptian revolution in 2011 has negatively affected the performance of the Company’s Egyptian arm under Orascom Hotels & Development S.A.E. (“OHD”). OHD’s different operating segments, especially real estate and hotels being the key revenue and value drivers of OHD, have been negatively affected by the deteriorated economic conditions that took place in Egypt. This is represented in downsized demand for real estate purchases and declined flow of tourists.

The valuation model of the Company captures the different investments, whether greenfield projects, brownfield projects, or operating projects. The valuation model adopts various approaches depending on the category of the project: as for the greenfield projects and brownfield projects, the model keeps it at investment cost given the uncertainty of the future assumptions and the absence of track record for those projects. One of the major contributors to the investments’ value is land banks in Egypt, for which valuation depends very much on developments and sales that are achievable over a long-‐term period. Due to this long-‐term view and the current political and economic situation there remains a significant uncertainty.



F-‐90

3.11 Finance income


Interest income 2,920,320 4,061,827

Foreign exchange gain, net 1,132,887 -‐

Total finance income 4,053,207 4,061,827

4 OTHER INFORMATION, WHICH IS NOT ALREADY VISIBLE IN THE BALANCE SHEET OR INCOME STATEMENT

4.1 Residual amount of leasing liabilities Leasing liabilities, which will not expire and may not be terminated within twelve months, are subject to the following repayment structure:


< 1 year 232,800 232,800

1 – 5 years 931,200 931,200

> 5 years 3,026,600 3,259,200

Total 4,190,400 4,423,200

4.2 Total amount of assets pledged or assigned to secure own liabilities and assets under reservation of ownership Andermatt Swiss Alps (ASA)

Andermatt Swiss Alps AG (ASA) has obligations towards the canton of Uri and the municipality of Andermatt. ASA is responsible for the construction of certain parts of the tourism resort Andermatt. Within certain periods or should the construction work be stopped for whatever reason, ASA has the obligation to rebuild the relevant plots of land to the original state. As at 31 December 2015, 36,985 ASA shares owned by the Company (31 December 2014; 36,985) with a net book value of CHF 957 each, amounting to a total book value of CHF 35,384,945 (31 December 2014: CHF 35,384,945), have been pledged as a security to the canton and municipality. Additionally, land with a value of CHF 1,000,000 has been pledged (31 December 2014: CHF 1,000,000).

Orascom Hotels and Development S.A.E. (OHD)

As at 31 December 2015, 34,512,392 OHD shares owned by the Company (31 December 2014; 34,512,392) with a net book value of CHF 4.60 each, amounting to a total book value of CHF 158.9 M (31 December 2014: CHF 157.2M), have been pledged as a security.

Island Lastavica with fortress Mamula in Herceg Novi

As at 31 January 2014, Orascom Development Holding submitted a bid pursuant to the invitation to tender issued by the tender committee for valorisation of tourism location for the purpose of long term lease of the site island Lastavica with fortress Mamula in Herceg Novi with an amount of EUR 300,000.

F-‐89

3.5 Current interest-‐bearing liabilities – shareholder The balance of “Current interest-‐bearing liabilities – Shareholder” as at 31 December 2015 is due to Mr. Samih O. Sawiris in the amount of CHF 15,945,914 (31 December 2014: CHF 65,007,240). An amount of CHF 84,241,891 has been converted in December 2015 into share capital during the capital increase. Please refer to note number 3.9. for more information around the capital increase.

3.6 Other current liabilities


Third parties 127,743 124,017

Total other current liabilities 127,743 124,017

3.7 Provisions and similar items required by law


Provision for disputes 465,000 438,000

Bad debt provision 427,439 -‐

Total provisions and similar items required by law 892,439 438,000

3.8 Reserves from tax privileged capital contributions As of 1 January 2011, Swiss tax authorities have introduced a regulation concerning capital contribution reserves. Distributions from such reserves are exempt from Swiss income and withholding tax. In order to reflect this regulation, capital contribution reserves have been classified separately in the balance sheet. The capital contribution reserves in the amount of CHF 2,999,972,181 have been approved by the tax authorities. An amount of CHF 141,452,006 out of this statutory capital reserves from tax contributions has been used in the capital increase through converting it in share capital, as the offering price was CHF 11.28, which was below the par value CHF 23.20. Therefore, the capital contribution reserves from tax contributions decreased to CHF 2,858,520,176 as per 31 December 2015.

3.9 Share capital As at 31 December 2015 the Company’s Share capital of CHF 937,510,283 (31 December 2014: CHF 662,201,010) was divided into 40,409,926 (31 December 2014: Shares 28,543,147) registered shares with a par value of CHF 23.20 each. The share capital is fully paid-‐in. the registered shares of the Company are listed on the Swiss Exchange (SIX). The Company has also issued Egyptian Depository Rights (EDRs) which are traded on the Egyptian Stock Exchange (EGX).

During December 2015 the company has increased its capital by CHF 275,309,723 by issuing 11,866,779 shares with a nominal value of CHF 23.20. The offering price was CHF 11.28 per share which was financed by cash injection with an amount of CHF 49,615,380 and settlement of the shareholder loan with CHF 84,241,887. The difference between the offering price and the nominal value was deducted from the statutory capital reserves from tax contributions with an amount of CHF 141,452,006. The costs for the ODH capital increase were CHF 3,776,769.

3.10 Finance expenses

CHF 2015 2014

Interest expense 1,063,352 2,735,957

Foreign exchange loss, net -‐ 5,916,097

Total finance expenses 1,063,352 8,652,054



F-‐92

REPORT OF THE STATUTORY AUDITOR

To the General meeting of Orascom Development Holding AG, Altdorf

Report of the Statutory Auditor on the Financial Statements

As Statutory Auditor, we have audited the accompanying financial statements of Orascom Development Holding AG, which comprise the balance sheet as of 31 December, 2015, and the income statement, cash-‐flow statement, statement of changes in equity and notes (pages F-‐82 to F-‐91) for the year then ended.

Board of Directors’ Responsibility

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the 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 entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements for the year ended 31 December 2015 comply with Swiss law and the company’s articles of incorporation.

Emphasis of Matter

Without qualifying our opinion, we draw your attention to note 3.3 to the financial statements disclosing the existence of a significant uncertainty relating to the valuation of the investments in subsidiaries.



Tel: +41 (0)44 421 60 00 Fax: +41 (0)44 421 66 19

www.deloitte.ch



Tel: +41 (0)58 279 60 00 Fax: +41 (0)58 279 66 00

www.deloitte.ch

F-‐91

4.3 Shareholder rights and options held by management and Board of Directors and information on allocation of shares and options to executive officers, directors and employees Shareholder Rights and Allocation of Shares to Board of Directors:

The compensation of the members of the Board of Directors is gross CHF 120’000. The compensation is paid out half in cash and half in the form of shares of the Company. The annual share element of the members of the Board of Directors therefore comprises shares in the value of CHF 60’000.

The members of the Board of Directors are entitled to additional compensation in shares in the value of CHF 20’000 for services as a member or chair of a Committee and/or in the value CHF 40’000 for the service as Lead Director of the Company. The valuation of the shares (for purposes of the calculation of the number of shares allocated to each member of the Board of Directors) is based on the average share price of the ODH share (ODHN) at Zurich Stock Exchange during the last six months prior to the grant date. The shares are not subject to any vesting or blocking.

The members of the Board of Directors do not have any specific further shareholder rights and do not participate in any additional share allocation plans.

Shareholder Rights and Allocation of Shares to Members of the Executive Management:

The bonus policy of the Group for members of the Executive Management includes a cash-‐bonus and a deferred share-‐bonus. 100% of the cash-‐bonus and 40% of the share-‐bonus are based on the member of the Executive Management’s personal performance. 60% of the share-‐bonus is based on the (financial) performance of the Company.

The cash-‐bonus can reach at maximum 25 % of the Executive Member’s annual gross base salary. The share-‐bonus can reach at maximum 100 % of the Executive Member’s annual gross base salary.

The share price that is relevant to determine the number of ODH shares to be granted to the member of the Executive Management is the average share price of the ODH share (ODHN) at Zurich Stock Exchange during the last six months of the performance year (closing prices of all trading days between July 1 and December 31).

The members of the Executive Management do not have any specific further shareholder rights and do not participate in any additional share allocation plans.

4.4 Liabilities towards staff pension schemes There are no liabilities as at 31 December 2015 (31 December 2014: CHF 0).

4.5 Joint liability in favour of third party The Company, together with certain Swiss subsidiaries, is part of a Swiss value added tax (VAT) group, resulting in a joint liability for taxation for VAT purposes.

4.6 Contingent liability On 6 September 2012, Bellevue Hotels and Apartments Development AG (BHAD – an affiliated company) and Acuro Immobilien AG entered into a real estate purchase agreement (the Purchase Agreement) and Orascom Development Holding AG guarantees for this agreement in case that BHAD should not be able to fulfil its duties against Acuro. The guaranty is limited to CHF 100 million.

4.7 Falcon Settlement Agreement On 20 June 2014 the final settlement agreement regarding all litigation proceedings in relation to the securities purchase agreement and the development of the land bank with “Falcon” was signed by ODH and the Alfy Family. This resulted in a gain of CHF 35.6 million recorded in 2014. In relation to this settlement agreement, ODH and ORH Investment Holding Ltd (ORHIH) entered into an agreement where ODH transfers the respective receivable of USD 40 million to ORHIH. Ultimately, the entire settlement amount is secured through securities that are held in an escrow account with Julius Baer Bank.

4.8 Subsequent Events Devaluation of EGP by Egypt Central Bank

In Q1 2016, the Egypt Central Bank has devalued the EGP against the USD by approximately 14% compared to the foreign exchange rate as at 31 December 2015 resulting in a similar devaluation of the EGP against the CHF.

There have been no other significant events subsequent to 31 December 2015.



F-‐93

Report on Other Legal Requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.

We recommend that the financial statements submitted to you be approved.

Furthermore, we draw your attention to the fact that half of the share capital and legal reserves are no longer covered (article 725 paragraph 1 CO).

Deloitte AG Roland Müller Adrian Käppeli Licensed Audit Expert Licensed Audit Expert Auditor in Charge Zurich, 14 April 2016

ag: Aktiengesellschaft (abbr. AG) is the German name for a stock corporation.

arr: Average Room Rate is a statistical unit often used in the lodging industry. the ARR is calculated by dividing the room revenue (excluding services and taxes) earned during a specific period by the number of occupied rooms.

Company: Orascom Development Holding AG.

eBiT: earnings Before Interest and taxes is an indicator of a company’s profitability, calculated as total revenue minus total expenses, excluding tax and interest. eBIt is also referred to as “Operating earnings”, “Operating profit” and “Operating Income”. the indicator is also known as profit before Interest and taxes (pBIt), and is equal to the net income with interest and taxes added back to it.

eBiTda: earnings Before Interest, taxes, Depreciation and Amortization is an indicator of a company’s financial performance, calculated as total revenue less total expenses, excluding tax, interest, depreciation and amortization. eBItDA is essentially net income with interest, taxes, depreciation, and amortization added back to it, and can be used to analyze and compare profitability between companies and industries because it eliminates the effects of financing and accounting decisions.

eBiTda adjusted: earnings Before Interest, taxes, Depreciation and Amortization adjusted to better reflect optimization of core operating activities net of any extraordinary items such as provisions & impairments, FOReX losses, capitalized G&A expenses, share in associates and Fair value differences.

edrs: egyptian Depository Receipts.

eFSa: egyptian Financial supervisory Authori ty.

egx: the egyptian exchange is one of the oldest stock markets established in the middle east. the egyptian exchange traces its origins to 1883 when the Alexandria stock exchange was established, followed by the cairo stock exchange in 1903.

goP: Gross Operating profit means the profit of our hotel business after deducting operating costs and before deducting amortization and depreciation expenses. It excludes all costs related to non-hotel operations.

goP Par: Gross Operating profit per Available Room a key performance indicator for the hotel industry, defined as total gross operating profit (GOp) per available room per day.

group: Orascom Development Holding AG and its subsidiaries.

kPi’s: Key performance Indicators are financial and non-financial metrics used to help an organization define and measure progress toward organizational goals.

M2: square meter.

M3: cubic meter.

MBa: the master of Business Administration is a master’s degree in business administration.

MCdr: misr for central clearing, Depository and Registry provides securities settlement and custody services in egypt by applying central depository system, effect central registry of securities traded in the egyptian capital market and facilitate securities trading on dematerialized shares.

Mena: middle east and north Africa.

Mv: megavolt.

nav: net Asset value is a term used to describe the value of an entity’s assets less the value of its liabilities.

oHM: Orascom Hotels management.

revPar: Revenue per Available Room equals average room rate (ARR) multiplied by average occupancy.

SeSTa: swiss Federal Act on stock exchanges and securities trading of 24 march 1995 (Bundesgesetz vom 24. märz 1995 über die Börsen und den effektenhandel, BeHG)

SiS: sIs segaIntersettle AG provides securities settlement and custody services in the switzerland.

Six Swiss exchange: the sIX swiss exchange is switzerland’s principal stock exchange and part of the cash markets Division of sIX Group. It operates several trading platforms and is the marketplace for various types of securities. the sIX swiss exchange is supervised by the swiss Financial market supervisory Authority (FInmA).

TrevPar: total Revenue per Available Room is similar to RevpAR but also takes into account other room revenues e.g. food and beverage, entertainment, laundry and other services.

Uae: United Arab emirates.

Uk: United Kingdom.

8gloSSary oF TerMS

89181Annual Report 201593 94F - F -


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